Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Sources: Supplemental Indenture (Owens-Illinois Group Inc), Indenture (Owens-Illinois Group Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when (whether or not prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture); (2b) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseIndenture); (3c) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of described under Sections 4.10 4.07, 4.09, 4.10, or 4.11 or Article 5 of the Indenture4.15; (4d) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5e) default 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 OI Group the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Subsidiary Guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (ai) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6f) failure by the Company or any of its Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 5.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7g) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, Company or any of its Subsidiaries; (h) the Subsidiary Guarantee of the Notes shall be any Guarantor is held in any judicial proceeding proceedings to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor, Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms such Guarantor, shall deny or disaffirm its 's obligations under its Subsidiary Guarantee (other than by reason of a release of such Guarantor from its Subsidiary Guarantee in accordance with the terms of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (aIndenture), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If any Event of Default (other than an Event of Default other than an Event or Default specified in clauses clause (8) and (9g) of the preceding paragraph above occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses clause (8) or (9g) of the preceding paragraph occurs, this Section all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided herein. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment tug or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Amcraft Building Products Co Inc), Indenture (Amcraft Building Products Co Inc)
Defaults and Remedies. Under Events of Default include in summary form: (i) default for 30 days in any payment when due of interest on any Note when due; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by an Issuer or any Guarantor to comply with its obligations under Section 5.01 of the Indenture, Events of Default include: (1) defaults in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3iv) failure by OI Group the Company or any of its Restricted Subsidiaries to comply for 30 days after notice with the provisions of Sections 4.10 4.06 or 4.11 or Article 5 4.07 of the Indenture; (4v) failure by OI Group an Issuer or any Guarantor to comply with any of its Restricted Subsidiaries other agreements in the Indenture for 60 days after notice to comply with any the Issuers or a Guarantor by the Trustee or to the Issuers or a Guarantor and Trustee by Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (5vi) default 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 OI Group ARP or any Restricted Subsidiary of ARP (or the payment of which is guaranteed by OI Group ARP or any Restricted Subsidiary of its Restricted Subsidiaries) ARP), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 10.0 million or more; (6vii) any the failure by ARP, an Issuer or a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary to pay final judgment or order for payment judgments by courts of money competent jurisdiction aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 10.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Guarantee of the Notes ARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that 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 any Guarantor, or any Person acting on behalf of any GuarantorARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueGuarantee; and (9ix) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a)ARP, (b) and (c)an Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, the order or decree remains unstayed and in effect for 60 daystaken as a whole, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to may or at the Company, or request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may shall declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, with respect to an Issuer, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default (except a Default or Event of Default relating to act with the required standard payment of care, the Trustee is under no obligation to exercise any principal or interest) if and so long as a committee of its rights or powers under Responsible Officers in good faith determines that withholding notice is in the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification interests of the Trustee, Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal or premium, if any, of the Notes. The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any trust power conferred on itDefault that occurred during the previous year. The Issuers shall also deliver to the Trustee, with within 30 days after the occurrence thereof, written notice of any events which would constitute a Default, their status and what action the Issuers are taking or proposing to take in respect to this Notethereof.
Appears in 2 contracts
Sources: Indenture (Atlas Resource Partners, L.P.), Indenture (Atlas Resource Partners, L.P.)
Defaults and Remedies. Under The following events constitute “Events of Default” under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of principal of, or premium, if any, on the Notes; (3iii) failure by OI Group the Issuer, Wind or any of its Wind’s other Restricted Subsidiaries to comply with the provisions of Sections 4.10 Section 4.10, Section 4.15, Section 4.24(b) or 4.11 or Article 5 of the IndentureSection 5.01; (4iv) failure by OI Group the Issuer, Wind or any of its Wind’s other Restricted Subsidiaries for 60 days after notice to the Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the IndentureIndenture (other than those described in clauses (i), (ii) and (iii) above), the Notes and Notes, the Guarantees Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Notes (with respect to Priority Agreement or the Indenture) or any Guarantor)Security Document; (5v) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by OI Group the Issuer, Wind or any of Wind’s other Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer, Wind or any of its Wind’s other Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: default (aI) is caused by a the failure to pay principal of, or interest or premium, if any, on of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bII) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (and not rescinded, cured or waived) aggregates $150.0 €25.0 million or moremore at any time outstanding (and not rescinded, cured or waived); (6vi) failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgment or order judgments for the payment of money cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall €25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 daysconsecutive days following such final judgment; (7vii) except as permitted by the Indenture, any Note Guarantee of the Notes 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 effect, or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Guarantee Note Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the NotesSecurity Documents against the Parent, Wind or any of its Subsidiaries for any reason; (8) ix) the CompanyIssuer, OI Group Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: Law (aI) commences a voluntary case; , (bII) consents to the entry of an order for relief against it in an involuntary case; , (cIII) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property; , (dIV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: that (aI) is for relief against the CompanyIssuer, OI Group Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case; , (bII) appoints a Custodian custodian of the CompanyIssuer, OI Group Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of such entitythe property of Wind or any of Wind’s property; other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (cIII) orders the liquidation of the CompanyIssuer, OI Group Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of OI Group; Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, with respect to (a), (b) and (c)in each case, the order or decree remains unstayed and in effect for 60 consecutive days. If In the case of an Event of Default other than an Event or Default specified in clauses clause (8) and ix) or (9x) of Section 6.01 of the preceding paragraph Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind 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 by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon any such declaration declaration, the Principal (or such lesser amount) and interest Notes shall be become due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holdersimmediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, under certain circumstanceson behalf of the Holders of all of the Notes, rescind such an acceleration or waive an existing Default or Event of Default and its consequences if the rescission would not conflict with any judgment hereunder, except a continuing Default or decree and if all existing Events Event of Default with respect to in the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) or the principal of, interest or and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right to consequent thereon. 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 or exercising any trust or power conferred on itthe Trustee. However, the Trustee may refuse to follow any direction that conflicts with respect law or the Indenture or that the Trustee determines may be unduly prejudicial to this Notethe rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).
Appears in 2 contracts
Sources: Indenture (VimpelCom Ltd.), Indenture (VimpelCom Ltd.)
Defaults and Remedies. Under the Indenture, Events An Event of Default includeis: (1a) defaults default in payment of the principal of, or premium, if any, on the Notes, when due at maturity, upon repurchase, upon acceleration or otherwise; (b) default for 30 days or more in payment of any installment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2c) defaults default in the payment of the Principal Designated Event Payment in respect of the Notes when on the same becomes due and payable at maturity, upon redemption date therefor or otherwisefailure to provide timely notice of a Designated Event; (3d) failure default by OI Group the Company (other than a default set forth in clause (a), (b) or (c) above) for 60 days or more after notice in the observance or performance of any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of other covenants in the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5e) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary of its Material Subsidiaries (or the payment of which is guaranteed or secured by OI Group the Company or any of its Restricted Material Subsidiaries) ), whether such Indebtedness indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (ai) is caused by a failure to pay when due any principal of, or interest or premium, if any, on of such Indebtedness prior to the expiration of indebtedness within the grace period provided for in such Indebtedness on the date of such default indebtedness, which failure continues beyond any applicable grace period (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any maturity (without such accelerated Indebtedness which is repaid acceleration being rescinded or prepaid within 20 Business Days after such declaration; annulled) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionindebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million 25,000,000 (or moreits foreign currency equivalent) or more and such Payment Default is not cured or such acceleration is not annulled within 10 days after notice; (6f) failure by the Company or any final Material Subsidiary of the Company to pay final, nonappealable judgments (other than any judgment or order for payment of money as to which a reputable insurance company has accepted full liability) aggregating in excess of $75.0 million in any individual case and $150.0 million in 25,000,000 (or its foreign currency equivalent), which judgments are not stayed, bonded or discharged within 60 days after their entry; (g) certain events involving bankruptcy, insolvency or reorganization of the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged Material Subsidiary; or stayed (h) default for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee more than 5 Business Days of the 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 any Guarantor, or any Person acting on behalf delivery of any Guarantor, shall deny or disaffirm its obligations under its Guarantee shares of Common Stock upon conversion of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest on the all Notes then outstanding to be due and payable immediately. Upon such declaration , except that in the Principal (or such lesser amount) and interest shall be due and payable immediately If case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy, insolvency, or (9) of reorganization with respect to the preceding paragraph occursCompany, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders of Notes may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. The Trustee may require an indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes maymay direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing default (except, under certain circumstancesamong other things, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events a default in payment of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amountsprincipal, premium, if any, or interest) if it determines that has become due solely because of the accelerationwithholding notice is in their interests. Subject The Company must furnish annual compliance certificates to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Sources: Supplemental Indenture (Level 3 Communications Inc), First Supplemental Indenture (Level 3 Communications Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Parent Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 4.06 and 5.01 of the Indenture; (4iv) failure by OI Group the Parent Company or any of its Restricted Subsidiaries to comply with any other agreements in the Indenture or the Notes for 60 days after notice to comply with any the Parent Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (5v) default 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 OI Group the Parent Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 35.0 million or more; (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group failure by the Parent Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $35.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Note Guarantee of the Notes a Guarantor 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the NotesNote Guarantee; (8) viii) certain events of bankruptcy or insolvency with respect to the Company, OI Group Parent Company or any Restricted Subsidiary that is a Significant Subsidiary Subsidiary, or any group of OI Group pursuant Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (ix) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or within in the meaning of any Bankruptcy Law: aggregate, (a) commences any default or breach by the Company or any Guarantor in the performance of its obligations under the Security Documents or the Indenture which adversely affects in any material respect the condition or value of the Collateral or the enforceability, validity, perfection or priority of the Notes Priority Liens, taken as a voluntary case; whole, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 25% in principal amount of the outstanding notes, or (b) consents to any security interest created under the entry of an order for relief against it in an involuntary case; (c) consents to Security Documents or under the appointment of a Custodian of it Indenture is declared invalid or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) unenforceable by a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (ay) is for relief against the Company, OI Group Company or any Significant Subsidiary Guarantor asserts, in any pleading in any court of OI Group competent jurisdiction, that any security interest in an involuntary case; (b) appoints a Custodian of the Company, OI Group any Collateral is invalid or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysunenforceable. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency, with respect to the Parent Company, Company, any Restricted Subsidiary constituting a Significant Subsidiary or any group of the preceding paragraph occursRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if exercise of any trust or power. The Trustee may withhold from Holders of the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured payment of principal or waived except nonpayment of Principal (or such lesser amountinterest) or interest or Additional Amounts, if any, it determines that has become due solely because of the accelerationwithholding notice is in their interest. Subject to the duty of the Trustee during If an Event of Default to act occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the required standard intention of careavoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Trustee is under no obligation Notes, an equivalent premium shall also become and be immediately due and payable, to exercise any of its rights or powers under the extent permitted by law, anything in the Indenture at the request of any Holder of this Note, unless such Holder shall have offered or herein to the Trustee indemnity satisfactory to it against any loss, liability or expensecontrary notwithstanding. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Parent 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the payment of interest or additional interest when due on the Securities; (ii) default in payment of principal or premium, if any, on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Issuers to comply with its obligations under Article IV of the Indenture; (iv) default in the performance of any Additional Amounts on of the obligations described under Section 3.9 or with respect to Section 3.7 inclusive or under the Notes when covenants described under Article III inclusive of the same becomes due Indenture and payable and the such default continues shall have continued for a period of 30 days; days after the Issuers shall have been given notice (2in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (ii) defaults in the payment of the Principal of the Notes when the same becomes due above and payable at maturity, upon redemption or otherwise; (3) other than a failure by OI Group or any of its Restricted Subsidiaries to comply with Section 4.1 which is covered by clause (iii); (v) default in the provisions performance of Sections 4.10 or 4.11 or Article 5 any of the Indenture; (4) failure by OI Group or any agreements contained in the Indenture and such default shall have continued for a period of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)Issuers shall have been given notice; (5vi) default 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 OI Group the Issuers or any of their Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to each of the Issuers or a Restricted Subsidiary of such Issuer, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group (pursuant to or within the meaning of any Bankruptcy Law: ): (a) commences a voluntary caseinsolvency proceeding; (b) consents to the entry of an order for relief against it in an involuntary caseinsolvency proceeding; (c) consents to the appointment of a Custodian custodian of it or for all or substantially all any substantial part of its property; or (d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (e) admits in writing its inability generally to pay its debts as the same become duevii); and (9viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group the Co-Issuer or any Significant restricted Subsidiary of OI Group in an involuntary caseinsolvency proceeding; (b) appoints a Custodian of the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group or for all or substantially all any substantial part of such entity’s its property; or (c) orders the winding up or liquidation of the Company, OI Group the Co-Issuer or any Significant Subsidiary of OI GroupRestricted Subsidiary; and, with respect to or (a), (bd) grants any similar relief under any foreign laws; and (c), in each case the order or decree remains unstayed and in effect for 60 days; or (ix) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $5.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the “judgment default provision”). If However, a default under clauses (iv) and (v) will not constitute an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, until the Trustee by notice to the Company, or the Holders Securityholders of at least 25% in principal amount of the then outstanding Notes by notice to Securities notify the Company Issuers and the Trustee, as provided in the Indenturecase of a notice given by the Securityholders, may declare of the unpaid Principal of default and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon Issuers does not cure such declaration default within the Principal time specified in clauses (or such lesser amountiv) and interest shall be due and payable immediately (v) hereof after receipt of such notice. If an Event of Default specified occurs and is continuing (other than an Event of Default described in clauses clause (8) vii) above), the Trustee or (9) the Securityholders of at least 25% in principal amount of the preceding paragraph occurs, Securities may declare all outstanding Notes shall become the Securities to be due and be payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately without any declarationupon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in this Indenture. The Trustee may refuse to enforce this Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders Securityholders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 2 contracts
Sources: Indenture (Star Gas Partners Lp), Indenture (Star Gas Finance Co)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1i) the Company defaults in the any payment of interest interest, if any, on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2ii) the Company defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturitytheir Stated Maturity or upon redemption, upon redemption declaration, required repurchase or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company fails to comply with any covenants or agreements on the provisions of Sections 4.10 or 4.11 or Article 5 part of the Indenture; (4) Company in the Notes or in the Indenture with respect to the Notes, and such failure by OI Group or any of its Restricted Subsidiaries continues for 60 days after the notice to comply with any specified below; (iv) certain events of bankruptcy, insolvency or reorganization of the other agreements Company; or (v) an event of default, as defined in any indenture or instrument evidencing or under which the IndentureCompany has at the date of the Indenture or shall thereafter have outstanding at least $50,000,000 aggregate principal amount of indebtedness for borrowed money, shall happen and be continuing and such indebtedness shall have been accelerated so that the Notes same shall be or become due and payable prior to the date on which the same would otherwise have become due and payable, or such aggregate principal amount of indebtedness shall not be paid when due, and such acceleration or nonpayment shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the Trustee (if such event be known to it), or to the Company and the Guarantees Trustee by the Holders of at least 25% in aggregate principal amount of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (or at the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturitytime outstanding; provided, that an Event however, that, for the purposes of Default this subsection (v), the Company shall not be deemed to occur be in default if it shall be contesting in good faith its liability for the payment of the principal in question, and shall have been advised by its counsel that it has a meritorious defense thereto; and provided further that, if such event of default under such indenture or instrument shall be remedied or cured by the Company or waived by the holders of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders. A Default under clause (iii) of this Section 14 with respect to any such accelerated Indebtedness which the Notes is repaid not an Event of Default with respect to the Notes until the Trustee or prepaid within 20 Business Days after such declaration; and, the Holders of at least 25% in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or outstanding Notes notify the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee Company of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force Default and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or Company does not cure such Default within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all time specified after receipt of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysnotice. If an Event of Default (other than an Event or of Default specified in clauses (8) and (9iv) of this Section 14 with respect to the preceding paragraph Notes occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal principal of and any accrued and but unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration the Principal (or a declaration, such lesser amount) principal and interest with respect to such series shall be due and payable immediately If an immediately. An Event of Default specified in clauses clause (8) or (9iv) of this Section 14 will result in the preceding paragraph occurs, all outstanding Notes shall become and be being due and payable immediately without any declaration, act or notice, or other act on upon the part occurrence of the Trustee or any Holderssuch an Event of Default. At any time after a declaration of acceleration with respect to the Notes has been made, the The Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, by notice to the Trustee may rescind such an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (principal, premium, if any, or such lesser amount) or interest or Additional Amountsinterest, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of No such rescission shall affect any subsequent Default to act with the required standard of care, the Trustee is under no obligation to exercise or impair any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expenseright consequent thereto. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the outstanding Notes have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on it, the Trustee with respect to this Notethe Notes. A Holder of the Notes may not pursue any remedy with respect to the Indenture or the Notes unless: (i) such Holder gives to the Trustee written notice stating that an Event of Default with respect to the Notes is continuing; (ii) the Holders of at least 25% in principal amount of the Notes make a written request to the Trustee to pursue the remedy; (iii) such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and (v) the Holders of a majority in principal amount of the Notes do not give the Trustee a direction inconsistent with the request during such 60-day period.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Cytec Industries Inc/De/), Third Supplemental Indenture (Cytec Industries Inc/De/)
Defaults and Remedies. Under the Indenture, Events each of Default include: the following is an Event of Default:
(1) defaults a default in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues due, continued for a period of 30 days; ;
(2) defaults a default in the payment of the Principal principal of the Notes any Note when the same becomes due and payable at maturityits Stated Maturity, upon redemption redemption, upon required purchase, upon declaration of acceleration or otherwise; ;
(3) the failure by OI Group the Company, the Issuer or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with the provisions of Sections 4.10 or 4.11 or Article 5 its obligations Section 5.1 of the Indenture; Indenture regarding certain mergers and consolidations;
(4) the failure by OI Group the Company, the Issuer or any of its Restricted Subsidiaries Subsidiary Guarantor to comply for 60 days after notice to comply with any of the its obligations, covenants or other agreements in under the Indenture, the Notes and the Guarantees of Indenture or the Notes (with respect other than a default referred to any Guarantorin clause (1); , (2) or (3) above);
(5) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by OI Group the Company, the Issuer or any Restricted Subsidiary (or the payment of which is guaranteed Guaranteed by OI Group the Company, the Issuer or any of its Restricted Subsidiaries) Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: :
(aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior at its Stated Maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default Indebtedness) (a “Payment Defaultpayment default”); or or
(bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declarationmaturity (the “cross acceleration provision”); and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains unpaid, aggregates $150.0 100 million or more; more (or its foreign currency equivalent);
(6) failure by the Company, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 100 million in (or its foreign currency equivalent) (net of any individual case amounts covered by a reputable and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall creditworthy insurance company), which judgments are not have been paid, discharged or stayed for a period of 60 days; 90 days or more after such judgment becomes final and non-appealable (the “judgment default provision”);
(7) except certain events of bankruptcy, insolvency or reorganization of the Company, the Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as permitted of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary (the “bankruptcy provisions”);
(8) the failure by the IndentureCompany or the Issuer to comply with, or the breach of, any material provision of the Escrow Agreements prior to the Distribution Date; or
(9) the Note Guarantee of the Notes shall be held Company, or any Note Guarantee of a Significant Subsidiary (other than a Norwegian Guarantor (as defined in the Offering Memorandum)) or any judicial proceeding group of Subsidiary Guarantors (other than any Norwegian Guarantor (as defined in the Offering Memorandum)) that, taken together (as of the date of the latest consolidated financial statements of the Company made available to be unenforceable or invalid or shall cease for any reason the Holders), would constitute a Significant Subsidiary, ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a final and non-appealable judicial proceeding or a responsible officer of the Company or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf the responsible officers of any Guarantorgroup of Subsidiary Guarantors that, shall deny taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, denies or disaffirm disaffirms in writing its obligations under the Indenture or its Guarantee Note Guarantee, other than by reason of the Notes; termination of the Indenture or release of any such Note Guarantee in accordance with the Indenture. However, a default under clause (8) 4) will not constitute an Event of Default until the Company, OI Group Trustee or any Significant Subsidiary the holders of OI Group pursuant to or 25% in principal amount of the Notes then outstanding notify the Company and the Issuer of the default and the Company and the Issuer do not cure such default within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all time specified after receipt of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysnotice. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the Notes then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal principal of and any accrued and but unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration the Principal (or a declaration, such lesser amount) principal and interest shall be due and payable immediately immediately. If an Event of Default specified in clauses (8) relating to certain events of bankruptcy, insolvency or (9) reorganization of the preceding paragraph occursCompany or the Issuer occurs and is continuing, the principal of and interest on all outstanding the Notes shall will ipso facto become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holdersholders of the Notes. At Under certain circumstances, the holders of a majority in principal amount of the Notes then outstanding may rescind any time after a declaration of such acceleration with respect to the Notes has been madeand its consequences. 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, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) so long as a committee of its Trust Officers in good faith determines that withholding notice is not conflict with any judgment or decree and if all existing Events of Default with respect opposed to the Notes have been cured or waived except nonpayment interest of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteNotes.
Appears in 2 contracts
Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on interest, on, or any Additional Amounts on or Interest with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption whether or otherwise; (3) failure not prohibited by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 10 of the Indenture; (4ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or not prohibited by Article 10 of the Indenture; (iii) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5iv) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on at the final stated maturity of such Indebtedness prior (giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default periods and any extension thereof) (a “"Payment Default”"); or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 20.0 million or more; (6v) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force consecutive days after such judgments become final and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become duenon-appealable; and (9vi) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany of its Significant Restricted Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.09, 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any the Company for 180 days after notice to comply with the provisions of its Restricted Subsidiaries Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedStated Maturity, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or more; (6) provided, however, that if any final such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in decree; (vii) failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee Subsidiary Guarantee; and (ix) certain events of the Notes; (8) bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(i) appoints a Custodian or 6.01(j) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, if an Event of Default specified in clauses clause (8) i) or (9j) of Section 6.01 of the preceding paragraph occursIndenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest, premium or Additional Interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, interest or Additional Interest, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Global Partners Lp), Indenture (Global Partners Lp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on on, or any Additional Amounts on or Liquidated Damages, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and Notes, the Guarantees of the Notes (with respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or property to secure its obligations under the Indenture and the Notes); (54) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100.0 million or more; (65) any final judgment or order for payment of money in excess of $75.0 50.0 million in any individual case and $150.0 100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (76) except as permitted by the IndentureIndenture or the Collateral Documents, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) 7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, any amendments thereto and the provisions of the Indenture, any of the Collateral Documents ceases to be in full force and effect or ceases to be effective, in all material respects, to create the Lien purported to be created in the Collateral in favor of the Holders of the Notes for 60 days after notice; and (10) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (8) 7) and (9) 8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holdersimmediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on itTrustee, with respect to this Note.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Owens Illinois Inc /De/), Fourth Supplemental Indenture (Owens Illinois Group Inc)
Defaults and Remedies. Under the Indenture, Events An "Event of Default includeDefault" occurs if: (1i) the Company defaults in the payment when due of interest on on, or any Additional Amounts on or Interest with respect to to, the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2ii) the Company defaults in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of contained in Sections 4.10 4.16 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 30 days after notice of such failure fails to comply with any of Sections 3.09, 4.07, 4.09 or 4.10 of the other Indenture or with any of the agreements contained in the Indenture, Collateral Documents; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes and for 60 days after notice of such failure to the Guarantees of Company by the Notes (with respect to any Guarantor)Trustee; (5vi) a default occurs under any mortgage, other indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) which default is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 15.0 million or more; (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall is subject to final judgments aggregating in excess of $15.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (aviii), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Sources: Global Note (Southern Star Central Corp), Global Note (Southern Star Central Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on on, or any Additional Amounts on or Liquidated Damages, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (54) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100.0 million or more; (65) any final judgment or order for payment of money in excess of $75.0 50.0 million in any individual case and $150.0 100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (76) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) 7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (8) 7) and (9) 8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holdersimmediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on itTrustee, with respect to this Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Inc /De/), Indenture (Owens Illinois Group Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on on, or any Additional Amounts on or Interest, if any, with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (54) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100.0 million or more; (65) any final judgment or order for payment of money in excess of $75.0 50.0 million in any individual case and $150.0 100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (76) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) 7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) 8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If an Event of Default other than an Event or Default specified in clauses (8) 7) and (9) 8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holdersimmediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on itTrustee, with respect to this Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Group Inc), Indenture (Owens-Illinois Healthcare Packaging Inc.)
Defaults and Remedies. Under the Indenture, Events each of Default include: the following is an Event of Default:
(1) defaults a default in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues due, continued for a period of 30 days; ;
(2) defaults a default in the payment of the Principal principal of the Notes any Note when the same becomes due and payable at maturityits Stated Maturity, upon redemption redemption, upon required purchase, upon declaration of acceleration or otherwise; ;
(3) the failure by OI Group the Company, the Issuer or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with the provisions of Sections 4.10 or 4.11 or Article 5 its obligations under Section 5.1 of the Indenture; Indenture regarding certain mergers and consolidations;
(4) the failure by OI Group the Company, the Issuer or any of its Restricted Subsidiaries Subsidiary Guarantor to comply for 60 days after notice to comply with any of the its obligations, covenants or other agreements in under the Indenture, the Notes and the Guarantees of Indenture or the Notes (with respect other than a default referred to any Guarantorin clauses (1) or (2) or (3) above); ;
(5) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by OI Group the Company, the Issuer or any Restricted Subsidiary (or the payment of which is guaranteed Guaranteed by OI Group the Company, the Issuer or any of its Restricted Subsidiaries) Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: :
(aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior at its Stated Maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default Indebtedness) (a “Payment Defaultpayment default”); or or
(bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declarationmaturity (the “cross acceleration provision”); and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains unpaid, aggregates $150.0 150 million or more; more (or its foreign currency equivalent);
(6) failure by the Company, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 150 million in (or its foreign currency equivalent) (net of any individual case amounts covered by a reputable and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall creditworthy insurance company), which judgments are not have been paid, discharged or stayed for a period of 60 days; 90 days or more after such judgment becomes final and non-appealable (the “judgment default provision”);
(7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) A) the Company, OI Group the Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary of OI Group Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: :
(ai) commences a voluntary case; ;
(bii) consents to the entry of an order for relief against it in an involuntary case; case or the filing by it of a petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law;
(ciii) consents to the appointment of a Bankruptcy Custodian of it or for all or substantially all any substantial part of its property; or
(div) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree takes any comparable action under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary caseforeign laws relating to insolvency; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.or
Appears in 2 contracts
Sources: Indenture (Alcoa Corp), Indenture (Alcoa Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when or the same becomes due and payable and the default continues for a period of 30 daysGuarantees; (2ii) defaults default in the payment of the Principal principal of or premium, if any, on the Notes or the Guarantees when the same becomes due and payable payable, at maturity, upon acceleration, redemption or otherwise; , (3iii) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice Obligor to comply with any of the its other agreements in the Indenture, the Notes and or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding voting as a single class; (5iv) default 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 OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiary) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (a) which default is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); , or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedmaturity (which acceleration has not been rescinded, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid annulled or prepaid cured within 20 Business Days after of receipt by the Company or such declaration; Restricted Subsidiary of such notice) and, in any individual each case, the due and payable principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100 million or more; (6v) any certain final judgment or order judgments for the payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed that remain undischarged for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable days after such judgment or invalid or shall cease for any reason to be in full force judgments become final and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become duenon-appealable; and (9vi) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany of its Significant Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. 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 shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 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 the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Company and Trustee may, on behalf of the TrusteeHolders of all of the Notes, as provided in the Indenture, may declare the unpaid Principal of and rescind an acceleration or waive any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (existing Default or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with in the required standard payment of careinterest or premium on, or the principal of, the Trustee is under no obligation Notes. References herein to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification interest due in respect of the Trustee, the Holders of a majority in principal amount Notes shall include any liquidated damages payable pursuant to Section 6.02 of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteIndenture.
Appears in 2 contracts
Sources: Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults default in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3) failure by OI Group the Company or any of its Restricted Subsidiaries a Subsidiary Guarantor to comply with any covenant in the provisions Indenture (other than a default specified in clause (1) or (2) above) for 60 days (or 120 days in the case of Sections 4.10 or 4.11 or Article 5 the covenant set forth in Section 4.03 of the Indenture) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding; provided that this clause (3) shall not apply to any such failure being contested in good faith by the Company or applicable Subsidiary Guarantor; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default under any mortgage, indenture or instrument under which there may be issued or document evidencing any indebtedness for borrowed money by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Guarantor, whether such Indebtedness or Guarantee indebtedness now exists, exists or is created after the Issue Date, if that default: (aA) is caused by a failure to pay principal of, when due at final (and not any interim) maturity on or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness indebtedness prior to its express maturity; providedmaturity (without such acceleration having been rescinded, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid annulled or prepaid within 20 Business Days after such declaration; otherwise cured), and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionindebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, aggregates annulled or otherwise cured), exceeds the greater of (i) 1.5% of Total Assets and (ii) $150.0 million 600.0 million; provided that this clause (4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such indebtedness; (6ii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in Non-Recourse Debt (except to the aggregate at any time shall be rendered against OI Group extent that the Company or any of its Restricted Subsidiaries the Subsidiary Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such judgment shall not have been paidliability, discharged individually or stayed for a period in the aggregate, exceeds the greater of 60 days(a) 1.5% of Total Assets and (b) $600.0 million), (iii) any such Payment Default that is waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Company or the applicable Subsidiary Guarantor; (7iv) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion and (v) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Subsidiary Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company or any of the Subsidiary Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor subsidiary; (5) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any GuarantorSubsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together would constitute a Significant Subsidiary, or any Person acting on behalf of any GuarantorSubsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors, taken together would constitute a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its Guarantee or their Subsidiary Guarantees; and (6)(a) a court of the Notes; competent jurisdiction (8) i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, OI Group any Subsidiary Guarantor that constitutes a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of OI Group the property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: Law (ai) commences a voluntary case; (bii) consents to the entry of an order for relief against it in an involuntary case; (ciii) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property; or (div) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Defaults and Remedies. Under the Indenture, Events An Event of Default includewith respect to this series of Securities is: (1) defaults default for 30 days in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the Securities of this series; default continues for a period of 30 days; (2) defaults in the payment of principal on them [If the Principal of the Notes when the same becomes due and payable at maturitySecurity is subject to redemption insert ", upon redemption or otherwise"; (3) and, if the Security is entitled to a sinking fund also add "or in the making of any sinking fund payment"]; failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Company for 60 days after notice to it to comply with any of the its other covenants, conditions or agreements in the IndentureIndenture or the Securities of this series; a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Notes and the Guarantees of the Notes Company (including a default with respect to Securities of any Guarantor); (5series other than this series) default or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group or any Restricted Subsidiary the Company (or including the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Indenture), whether such Indebtedness indebtedness now exists or Guarantee now existsshall hereafter be created, or is created after the Issue Date, if that default: (a) is caused by which default shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay principal of, such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness becoming or interest or premium, if any, on such Indebtedness being declared due and payable prior to the expiration of the grace period provided in date on which it would otherwise have become due and payable, without such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionindebtedness having been discharged, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has acceleration having been a Payment Default rescinded or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for annulled within a period of 60 days; (7) except 30 days after notice as permitted by provided in the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary insolvency. [Add other events of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. default if applicable.] If an Event of Default other than an Event or Default specified in clauses (8) and (9) with respect to this series of the preceding paragraph Securities occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Securities of this series may declare all the unpaid Principal Securities of and any accrued and unpaid interest on the Notes this series to be due and payable immediately. [If the Security is a Discounted Security, add "The amount due and payable shall be equal to" [insert formula for determining the amount.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) legally enforceable), all of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part Company's obligations in respect of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount payment of the then outstanding Notes may, under certain circumstances, rescind such acceleration principal and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amountsinterest, if any, that has become due solely because on the Discounted Securities of the acceleration. Subject to the duty this series shall be terminated.] Holders of the Trustee during an Event Securities of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under this series may not enforce the Indenture at or the request of any Holder Securities of this Note, unless such Holder shall have offered to series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it against any loss, liability before it enforces the Indenture or expensethe Securities of this series. Subject to certain provisionslimitations, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to Securities of this series may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, with respect to this Noteseries of the Securities. The Trustee may withhold from Holders of Securities of this series notice of any continuing default (except a default in payment of principal or interest) if it determines in good faith that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee as to the absence of default.
Appears in 2 contracts
Sources: Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1a) defaults a Default in the any payment of interest on or any Additional Amounts on or with respect to the Notes Note when the same becomes due and payable occurs, and the such default continues for a period of 30 days; (2b) defaults a Default in the payment of the Principal principal of the Notes or premium, if any, on any Note when the same becomes due and payable at maturityits Stated Maturity occurs, upon optional redemption or otherwise; (3c) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice guarantor fails to comply with any of the other its agreements in the IndentureNotes, the Notes and the Guarantees Indenture or any guarantee of the Notes Notes, as applicable (with respect other than those referred to any Guarantor)in (a) or (b) above) and such failure continues for 60 days after the notice specified below; (5d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment Company in an individual principal amount outstanding of which is guaranteed by OI Group or any of its Restricted Subsidiaries) at least $50,000,000, whether such Indebtedness indebtedness now exists or Guarantee now existsshall hereafter be created, or is created after the Issue Date, if that default: (a) is caused by which default shall constitute a failure to pay $50,000,000 or more of the principal of, of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or interest which default shall have resulted in such indebtedness becoming or premium, if any, on such Indebtedness being declared due and payable prior to the expiration date on which it would otherwise have become due and payable, without such payment being made in full or such acceleration having been rescinded or annulled, within a period of 30 days after the grace period provided in such Indebtedness on the date of such default notice specified below; (a “Payment Default”); or (be) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur any guarantee with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be be, or is asserted by the Company or the guarantor not to be, in full force and effect or and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee such guarantee of the Notes; and (8) f) certain events of bankruptcy or insolvency involving the Company, OI Group Company or any Significant Subsidiary of OI Group pursuant guarantor. A Default with respect to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; Notes under clause (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; and (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) above is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If not an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, until the Trustee (by written notice to the Company, ) or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes (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) or (d), as provided applicable, 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, the Trustee or the Holders of at least 25% in aggregate principal amount of the Indenture, Notes may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Certain events of bankruptcy or insolvency involving the Principal (or such lesser amount) and interest shall be Company are Events of Default which will result in the Notes being due and payable immediately If an Event upon the occurrence of Default specified in clauses (8) such Events of Default. Noteholders may not enforce the Indenture or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept 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, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from 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 in good faith determines that withholding notice is not opposed to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 2 contracts
Sources: First Supplemental Indenture (Southwest Gas Corp), First Supplemental Indenture (Southwest Gas Corp)
Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture, Events : An “Event of Default include: Default” occurs if or upon:
(1) defaults default in the any payment of interest or Additional Amounts, if any, on or any Additional Amounts on or with respect to Note issued under the Notes Indenture when the same becomes due and payable and the payable, if that default continues for a period of 30 days; , or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) defaults default in the payment of the Principal principal amount of or premium, if any, on any Note issued under the Notes Indenture when the same becomes due and payable at maturity, its Stated Maturity or upon optional redemption or otherwise; otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure by OI Group or any of its Restricted Subsidiaries to comply with for 90 days after written notice by the provisions of Sections 4.10 or 4.11 or Article 5 Trustee on behalf of the Indenture; (4) failure Holders or by OI Group or any the Holders of its Restricted Subsidiaries for 60 days after notice to comply 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other agreements in than an Event of Default under Section 6.01(a)(1) or 6.01(a)(2) of the Indenture, the Notes and the Guarantees of the Notes );
(with respect to any Guarantor); (54) default 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 OI Group the Company or any Restricted NXP Funding or a Significant Subsidiary (or the payment of which is guaranteed Guaranteed by OI Group the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of its Restricted Subsidiaries) the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: :
(aA) is caused by a failure to pay principal of, or interest or premium, if any, at the Stated Maturity on such Indebtedness prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default Indebtedness; or
(a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall maturity not be deemed to occur with respect to any such accelerated Indebtedness which is repaid rescinded or prepaid cured within 20 Business Days 30 days after such declarationacceleration; and, in any individual each case, the aggregate principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains undischarged after such 30 day period, aggregates $150.0 to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 €200.0 million in (exclusive of any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall amounts that a solvent insurance company has acknowledged liability for), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after the judgment becomes final and non-appealable; and
(7) except as permitted by the Indenture, any Guarantee of the Notes 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 effect, other than in accordance with the terms of the Indenture or any Guarantor, the Parent denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms in writing its obligations under its Guarantee Guarantee, other than in accordance with the terms thereof or upon release of the Notes; (8) Guarantee in accordance with the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Indenture.
(b) consents to A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the entry Indenture will not constitute an Event of an order for relief against it Default until the Trustee or the Holders of 30% in an involuntary case; aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event or of Default specified described in clauses (8) and (9Section 6.01(a)(5) of the preceding paragraph Indenture) occurs and is continuing, the Trustee by notice to the Company, any Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to the Company any Issuer and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of the preceding paragraph occurs, all outstanding a series of Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture, Events : An “Event of Default include: Default” occurs if or upon:
(1) defaults default in the any payment of interest or Additional Amounts, if any, on or any Additional Amounts on or with respect to Note issued under the Notes Indenture when the same becomes due and payable and the payable, if that default continues for a period of 30 days; , or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event;
(2) defaults default in the payment of the Principal principal amount of or premium, if any, on any Note issued under the Notes Indenture when the same becomes due and payable at maturity, its Stated Maturity or upon optional redemption or otherwise; otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure by OI Group or any of its Restricted Subsidiaries to comply with for 90 days after written notice by the provisions of Sections 4.10 or 4.11 or Article 5 Trustee on behalf of the Indenture; (4) failure Holders or by OI Group or any the Holders of its Restricted Subsidiaries for 60 days after notice to comply 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ obligations under Article 4 or 5 of the Indenture (in each case, other agreements in than an Event of Default under Section 6.01 (a)(1) or 6.01(a)(2) of the Indenture, the Notes and the Guarantees of the Notes );
(with respect to any Guarantor); (54) default 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 OI Group either Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group either Issuer or any of its Restricted Significant Subsidiaries) other than Indebtedness owed to either Issuer or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: :
(a) is caused by a failure to pay principal of, or interest or premium, if any, at the Stated Maturity on such Indebtedness prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”)Indebtedness; or or
(b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall maturity not be deemed to occur with respect to any such accelerated Indebtedness which is repaid rescinded or prepaid cured within 20 Business Days 30 days after such declarationacceleration; and, in any individual each case, the aggregate principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains undischarged after such 30 day period, aggregates $150.0 to €200.0 million or more;
(5) either Issuer or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by the Issuers or any Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 €200.0 million in (exclusive of any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall amounts that a solvent insurance company has acknowledged liability for), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after the judgment becomes final and non-appealable; and
(7) except as permitted by the Indenture, any Guarantee of the Notes 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 effect, other than in accordance with the terms of the Indenture or any Guarantor, a Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms in writing its obligations under its Guarantee Guarantee, other than in accordance with the terms thereof or upon release of the Notes; (8) Guarantee in accordance with the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Indenture.
(b) consents to A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the entry Indenture will not constitute an Event of an order for relief against it Default until the Trustee or the Holders of 30% in an involuntary case; aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event or of Default specified described in clauses (8) and (9Section 6.01(a)(5) of the preceding paragraph Indenture) occurs and is continuing, continuing the Trustee by notice to the Company, either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes under the Indenture by written notice to the Company either Issuer and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest interest, including Additional Amounts, if any, on all the Notes under the Indenture to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of insolvency, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all outstanding the Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1) defaults each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest when due on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysSecurities; (2ii) defaults default in the payment of principal of or premium, if any, on the Principal Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Notes when the same becomes due and payable at maturitySecurities, upon redemption acceleration or otherwise; (3iii) the failure by OI Group the Company or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with the provisions of Sections 4.10 its obligations under Article IV or 4.11 or Article 5 Section 10.2(b) of the Indenture; (4iv) failure by OI Group or the Company to comply for 30 days after notice with any of its Restricted Subsidiaries obligations under the covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 3.20 of the Indenture (in each case, other than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 60 days after notice to comply with any of the its other agreements contained in the Indenture, Indenture or under the Notes and the Guarantees of the Notes (with respect to any Guarantor)Securities; (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay when due principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; final Stated Maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 15.0 million or more; (6vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”); (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 15.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall writing), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays (the “judgment default provision”); or (7ix) except as permitted by the Indenture, any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease latest audited financial statements for any reason the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf a group of any Guarantor, shall deny Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirm disaffirms its obligations under the Indenture or its Guarantee of the Notes; Subsidiary Guarantee. However, a default under clauses (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (biv) and (c), v) will not constitute an Event of Default until the order Trustee or decree remains unstayed the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in effect for 60 daysclauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event or of Default specified described in clauses (8) and (9vii) of the preceding paragraph hereof) occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Securities may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Securities to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified described in clauses (8) or (9vii) of hereof occurs and is continuing, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest on all outstanding Notes shall the Securities will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 2 contracts
Sources: Indenture (J.M. Tull Metals Company, Inc.), Indenture (Ryerson Tull Inc /De/)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysSenior Notes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseSenior Notes; (3iii) failure by OI Group or any of its Restricted Subsidiaries Anvil to comply with the provisions of Sections 4.10 or Section 4.7, 4.8, 4.9, 4.10, 4.11 or Article 5 5.1 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries Anvil for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Senior Notes; (5v) default 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 OI Group Anvil or any of its Restricted Subsidiary Subsidiaries or Holdings (or the payment of which is guaranteed by OI Group Anvil or any of its Restricted SubsidiariesSubsidiaries or Holdings) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group failure by Anvil or any of its Restricted Subsidiaries and such judgment shall or Holdings to pay final judgments aggregating in excess of $3.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall will be held in any judicial proceeding to be unenforceable or invalid or shall will cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall will deny or disaffirm its obligations under its Guarantee of the NotesSubsidiary Guarantee; (8) viii) the CompanyGuarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or Holdings, OI Group or any Significant Subsidiary Person acting on behalf of OI Group pursuant to Holdings, will deny or within disaffirm its obligations under the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; Guarantee and (9ix) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a)Holdings, (b) and (c)Anvil or any of its Significant Subsidiaries or group of Restricted Subsidiaries that, the order or decree remains unstayed and in effect for 60 daystogether, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Senior Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Senior Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency with respect to Holdings, Anvil, any Significant Subsidiary or any group of the preceding paragraph occursSubsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes shall will become and be due and payable immediately without any declaration, act further action or notice, or other act on the part . Holders of the Trustee Senior Notes may not enforce the Indenture or any Holdersthe Senior Notes except as provided in the Indenture. At any time after a declaration of acceleration with respect Subject to the Notes has been madecertain limitations, the Holders of a majority in principal amount of the then outstanding Senior Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty Senior Notes notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium and Liquidated Damages, if any, on the Senior Notes. Anvil is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Anvil is required upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Cottontops Inc), Indenture (Anvil Holdings Inc)
Defaults and Remedies. Under (a) The Company is advised and recognizes that the Issuer will assign all of its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (other than Unassigned Issuer's Rights) against the Company arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, Events without making the Issuer a party.
(b) The following shall constitute an "Event of Default include: Default" hereunder:
(1i) defaults in the payment Payment of interest on or any Additional Amounts on or with respect to the Notes Installment Loan Payment is not made when the same becomes due and payable and such failure shall continue for one Business Day; or
(ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the default continues for a period Trustee shall have given written notice to the Company specifying such default; or
(iii) Failure to pay the principal of 30 days; (2) defaults in the payment or interest on any Indebtedness of the Principal of the Notes Company for borrowed money, as and when the same becomes shall become due and payable at maturityby the lapse of time, upon by declaration, by call for redemption or otherwise; (3) failure by OI Group or any , and such default shall continue beyond the period of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premiumgrace, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur allowed with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declarationthereto; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment or
(iv) Default or the maturity happening of any event shall occur under any indenture, agreement, or other instrument under which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order Indebtedness of the Company for payment of borrowed money in excess of $75.0 million in 250,000 may be issued and such default or event shall continue for a period of time sufficient to permit the acceleration of the maturity of any individual case and $150.0 million Indebtedness of the Company outstanding thereunder; or
(v) Default shall occur in the aggregate at observance or performance of any time shall covenant or agreement contained in Sections 7.9 through 7.12 hereof;
(vi) Subject to Section 7.1(c) of the Indenture relating to force majeure, failure by the Company to observe or perform any other covenant, condition or agreement on its part to be rendered against OI Group observed or any of its Restricted Subsidiaries and such judgment shall not have been paidperformed under the Indenture or the Loan Agreement, discharged or stayed other than as referred to in subsections (i) through (v) inclusive above, for a period of 60 days; (7) except as permitted days after written notice, specifying such failure and requesting that it be remedied, is given to the Company by the IndentureIssuer or the Trustee; provided, any Guarantee of however, that if the Notes failure stated in the notice is such that can be remedied but not within such 60-day period, it 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If not constitute an Event of Default other than an Event or Default specified if the default, in clauses (8) and (9) the judgment of the preceding paragraph occurs Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is continuing, the Trustee instituted by notice to the Company, within such period and is diligently pursued until the default is remedied; or
(vii) Final judgment or judgments for the Holders payment of at least 25% money aggregating in principal amount excess of $250,000 is or are outstanding against the then outstanding Notes by notice to Company or against any Property or assets of the Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the Trustee, as provided in the Indenture, may declare the unpaid Principal date of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal its entry; or
(or such lesser amountviii) and interest shall be due and payable immediately If The occurrence of an Event of Default specified in clauses under the Indenture.
(8) or (9c) Upon the occurrence of the preceding paragraph occursan Event of Default, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because in the case of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard arising out of careUnassigned Issuer's Rights, the Issuer) shall have the power to proceed with any right or remedy granted by the Constitution and laws of the Commonwealth, as it may deem best, including without limitation any suit, action or special proceeding in equity or at law, including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee is shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the provisions of Section 7.1(c) of the Indenture relating to force majeure. Upon the occurrence of an Event of Default under no obligation to exercise Section 7.1(a)(ii) of the Indenture and upon the occurrence of any other Event of its rights or powers Default under the Indenture at pursuant to the request terms of any Holder of this Note, unless such Holder which the Trustee shall have offered declared the Bonds immediately due and payable, then all payments required to be made by the Trustee indemnity satisfactory Company under Section 6.4(b) (other than interest not yet accrued) shall become immediately due and payable.
(d) Any amounts collected for non-payment of amounts described in Section 6.4 hereof pursuant to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification actions taken under this Section shall be paid into the Debt Service Fund and applied in accordance with the provisions of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteIndenture.
Appears in 2 contracts
Sources: Loan Agreement (York Water Co), Loan Agreement (York Water Co)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue DateJuly 21, if that default: 1997, which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6) and provided, further, that if such default is cured or waived or any final such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with such judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in decree; (vi) failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $5.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted failure by the Indenture, any Guarantee of the Notes shall be held Guarantor to perform any covenant set forth in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantorits Subsidiary Guarantee, or the repudiation by any Person acting on behalf Guarantor of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee of or the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning unenforceability of any Bankruptcy Law: (a) commences Subsidiary Guarantee against a voluntary case; (b) consents to the entry of an order Guarantor 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueany reason; and (9viii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany Guarantor. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium or interest, if any, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Saevik Shipping As), Indenture (Trico Marine Services Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1each of which are more specifically described in the Indenture): (i) defaults default for 30 days in any payment when due of interest on, or Additional Interest (if required by the Registration Rights Agreement) with respect to, any Security; (ii) default in the payment of interest principal of or premium, if any, on or any Additional Amounts on or with respect to the Notes Security when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with the provisions of Sections 4.10 or 4.11 or its obligations under Article 5 V of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries Subsidiary Guarantor to comply for 60 days after notice to comply as provided below with any of the its other agreements contained in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that which default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the after any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 75.0 million or more; (6vi) a Bankruptcy Law Event of Default; (vii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 80.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall writing), which judgments are not have been paid, discharged or stayed for a period of 60 days; or (7viii) except as permitted by the Indenture, any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease latest audited consolidated financial statements for any reason the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any GuarantorSubsidiary Guarantor that is a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms its obligations under the Indenture or its Guarantee Subsidiary Guarantee. However, a default under clause (iv) of this paragraph will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the Notes; (8) outstanding Securities notify the Company, OI Group or any Significant Subsidiary Company of OI Group pursuant to or the default and the Company does not cure such default within the meaning time specified in clause (iv) of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all this paragraph after receipt of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysnotice. If an Event of Default (other than an Event or of Default specified described in clauses clause (8) and (9vi) of the preceding paragraph above) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities by notice to the Company and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid Principal of interest, if any, on all the Securities to be due and any payable. Upon such a declaration, such principal, premium and accrued and unpaid interest on the Notes to will be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified described in clauses clause (8) or (9vi) of above occurs and is continuing, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest on all outstanding Notes shall the Securities will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and Securities may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default with respect to the Notes have been cured (except a Default or waived except nonpayment Event of Principal (or such lesser amount) or interest or Additional AmountsDefault in payment of principal, premium, if any, or interest) if it determines in good faith that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 1 contract
Sources: Indenture (Deluxe Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when (whether or not permitted by the same becomes due subordination provisions of the Indenture) and payable and the such default continues for a period of 30 days; (2ii) defaults in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwiseotherwise (whether or not permitted by the subordination provisions of the Indenture); (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with observe or perform any other covenant, representation, warranty or other agreement in the provisions of Sections 4.10 Indenture or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Notes for 60 days after notice to comply with any the Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)including Additional Notes, if any) then outstanding voting as a single class; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate hereof, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 7.5 million or more; (6vi) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $7.5 million; (7vii) certain events of bankruptcy or insolvency as described in the Indenture; (viii) and except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, Guarantor or any Person acting on its behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant such Guarantor's Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysGuarantee. If an any Event of Default (other than an Event certain events of bankruptcy or Default specified in clauses (8) and (9insolvency) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon any such declaration declaration, the Principal (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 such lesser amount) and interest insolvency, all outstanding Notes shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the The Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, by written notice to the Trustee may on behalf of all of the Holders rescind such an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived (except nonpayment of Principal (or such lesser amount) or principal, interest or Additional Amounts, if any, premium that has become due solely because of the acceleration) have been cured or waived. Subject The Company is required to deliver to the duty Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of the Trustee during an any Default or Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered deliver to the Trustee indemnity satisfactory to it against any loss, liability a statement specifying such Default or expense. Subject to certain provisions, including those requiring indemnification Event of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteDefault.
Appears in 1 contract
Sources: Indenture (Flo Fill Co Inc)
Defaults and Remedies. Under Each of the following is an Event of Default under the Indenture, Events of Default include: (1a) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2b) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3c) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Indenture; (4d) failure by OI Group the Company or any of its Restricted Subsidiaries for 30 days after notice to comply with the provisions described under Sections 4.12 and 4.16 of the Indenture; (e) failure by the Company for 120 days after notice to comply with the provisions described under Section 4.03 of the Indenture; (f) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5g) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) , whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or more; (6h) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; and (7i) except as permitted by certain events of bankruptcy, insolvency or reorganization affecting the Indenture, any Guarantee of the 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 Company or any Guarantor, of its Significant Subsidiaries or any Person acting on behalf of any Guarantorgroup that, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Companytaken together, OI Group or any would constitute a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified arising from certain events of bankruptcy or insolvency described in clauses (8) or (9) of the preceding paragraph occursIndenture, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Centene Corp)
Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default includeDefault: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes Notes, (ii) default in payment when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturityNotes, upon redemption or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with Subsidiaries, or the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group Guarantor or any of its Restricted Subsidiaries Subsidiaries, to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the their other covenants or agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) , or by the Guarantor or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal of, or interest or premium, if any, on amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100.0 million or more; , (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, to pay final judgments which are non-appealable aggregating in excess of $100.0 million (net of applicable insurance which has not have been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days; , (7vii) certain events of bankruptcy or insolvency with respect to the Company, the Guarantor or any of their Significant Subsidiaries, (viii) except as permitted by the Indenture, any the Guarantee of the Notes shall be Guarantor being held in any judicial proceeding to be unenforceable or invalid or shall cease ceasing for any reason to be in full force and effect or any is caused by the Guarantor's, or any Person's (such Person acting on behalf of any the Guarantor), shall deny denial or disaffirm disaffirmation of its obligations under its the Guarantee or (ix) except as permitted by the Indenture, any of the Notes; Pledge Documents cease to be in full force and effect (8) other than in accordance with their respective terms or the terms of the Indenture), or any of the Pledge Documents cease to give the Trustee or the Company, OI Group as the case may be, the Liens purported to be created thereby, or any Significant Subsidiary Pledge Document is declared null and void. In the case of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If 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. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company Issuers and the Trustee, as provided in the Indenture, Trustee may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect the Company is required to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Charter Communications Holdings Capital Corp)
Defaults and Remedies. Under Each of the following is an Event of Default under the Indenture, Events of Default include: (1a) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on interest, or with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2b) defaults default in the payment payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise, of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3c) failure by OI Group the Company or any of its Restricted Subsidiaries Subsidiary to comply with the provisions of Sections 4.10 Section 4.12, 4.18 or 4.11 or Article 5 5.01 of the Indenture; (4d) failure by OI Group the Company or any of its Restricted Subsidiaries Subsidiary for 60 45 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the its other covenants or agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5e) default 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 OI Group the Company or any Restricted Subsidiary (Subsidiary, or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (ai) is caused by a failure to pay principal of, or interest or premium, if any, on on, such Indebtedness prior to when due at the expiration final maturity of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bii) results in the acceleration of such Indebtedness prior to its express maturity; providedStated Maturity, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 US$25.0 million or more; (6f) failure by the Company or any final judgment or order for payment of money Restricted Subsidiary to pay final, non-appealable judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall US$25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; and (7g) except as permitted by certain events of bankruptcy, insolvency or reorganization affecting the Indenture, any Guarantee of the 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 Company or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified arising from certain events of bankruptcy or insolvency described in clauses (8) or (9) of the preceding paragraph occursIndenture, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) principal, premium, if any, or interest or Special Interest or Additional Amounts, if any, ) if it determines in good faith that has become due solely because withholding notice is in the interests of the accelerationHolders. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest or Special Interest or Additional Amounts, if any. 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Quebecor Media Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.09, 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 15.0 million in provided that if any individual such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $15.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Guarantee Subsidiary Guarantee; and (viii) certain events of the Notes; (8) bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(h) appoints a Custodian or 6.01(i) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from such events of bankruptcy, insolvency or reorganization described in clauses (8) Section 6.01(h) or (96.01(i) of the preceding paragraph occursIndenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest, premium or Additional Interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Inergy L P)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest or Liquidated Damages on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and or the Guarantees of the Notes (with respect to any Guarantor)Escrow Agreement; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6) and provided, further, that if such default is cured or waived or any final such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in decree; (vi) failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $5.0 million (net of applicable insurance coverage which is acknowledged in writing by the insurer), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the Indenture, repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; (viii) failure of the Notes shall be held in Escrow Agreement, at any judicial proceeding to be unenforceable or invalid or shall cease for any reason time, to be in full force and effect (except as provided in the Indenture) or any contest by the Company or any of its Subsidiaries of the validity or enforceability of the Escrow Agreement; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Frontier Oil Corp /New/)
Defaults and Remedies. Under the Indenture, Events of Default shall include: (1i) defaults default for 30 days by the Company in the payment when due of interest on interest, or any Additional Amounts on or Interest with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default by the Company in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.10 or 4.15 of the Indenture for 60 30 days after notice to comply with the Company by the Trustee; (v) failure by the Company or any of its Restricted Subsidiaries to observe or perform any of the other agreements in the Indenture, Indenture or the Notes and for 60 days after notice to the Guarantees of Company by the Notes (with respect to any Guarantor)Trustee; (5vi) a default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 10.0 million or more; (6vii) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed judgments remain unpaid or undischarged for a period of 60 days; provided that the aggregate of all such undischarged judgments exceeds $10.0 million (7net of any amount with respect to which a reputable and solvent insurance company has acknowledged liability in writing); (viii) except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee and (ix) certain events of bankruptcy or insolvency with respect to the Notes; (8) the Company, OI Group Company or any of its Restricted Subsidiaries that are individually or collectively a Significant Subsidiary of OI Group pursuant to or within Subsidiary. In the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry case of an order for relief against it Event of Default arising from certain events of bankruptcy or insolvency, as specified in an involuntary case; clause (cix) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; andabove, with respect to (a)the Company, (b) 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 (c), the order payable immediately without further action or decree remains unstayed and in effect for 60 daysnotice. If an any other Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon any such declaration declaration, the Principal principal of (or such lesser amount) or, if prior to the Full Accretion Date, the Accreted Value of), premium, if any, and interest accrued and unpaid interest, if any, and Additional Interest, if any, shall be become due and payable immediately If an Event of Default specified in clauses (8) or (9) immediately. Holders of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act may not enforce the Indenture or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in of the aggregate principal amount at maturity of the then outstanding Notes maymay direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment except a Default or decree and if all existing Events Event of Default with respect relating to the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) principal of, or interest or premium or Additional AmountsInterest, if any, that has become due solely because of on the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteNotes.
Appears in 1 contract
Sources: Indenture (Cinemark Inc)
Defaults and Remedies. Under The Indenture provides that each of the Indenture, Events following constitutes an Event of Default includeDefault: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysSenior Discount Notes; (2ii) defaults default in the payment when due of the Principal Accreted Value of or the Notes when principal of or premium, if any, on the same becomes due and payable at maturity, upon redemption or otherwiseSenior Discount Notes; (3iii) failure by OI Group any of the Issuers or any of its their Restricted Subsidiaries to comply with the provisions covenants contained in Sections 4.7, 4.9 or 5.1; (iv) failure by any of the Issuers or any of their Restricted Subsidiaries for 30 days after notice to comply with the covenants contained in Sections 4.10 or 4.11 or Article 5 of the Indenture4.15; (4v) failure by OI Group any of the Issuers or any of its their Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Senior Discount Notes; (5vi) default 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 OI Group any of the Issuers or any of their Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group any of the Issuers or any of its their Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $150.0 5.0 million or more; (6vii) failure by any of the Issuers or any of their Restricted Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 5.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall (excluding amounts covered by insurance), which judgments are not have been paid, discharged or stayed for a period of 60 days; and (7viii) except as permitted by the Indenture, certain events of bankruptcy or insolvency with respect to any Guarantee of the 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 Issuers or any Guarantorof their Restricted Subsidiaries that constitute a Significant Subsidiary, or any Person acting on behalf group of any GuarantorRestricted Subsidiaries that, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Companytaken together, OI Group or any would constitute a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount at maturity of the then outstanding Senior Discount Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Senior Discount Notes to be due and payable immediately. Upon such declaration ; provided that so long as any Indebtedness permitted to be incurred pursuant to the Principal (or such lesser amount) and interest Senior Credit Facility shall be due outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of such Indebtedness under the Senior Credit Facility and payable immediately If (ii) five business days after receipt by the Issuers of written notice of such acceleration of the Senior Discount Notes. Notwithstanding the foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency, with respect to any of the preceding paragraph occursIssuers or any of their Restricted Subsidiaries, all outstanding Senior Discount Notes shall will become and be due and payable immediately without any declaration, act further action or notice, or other act on the part . Holders of the Trustee Senior Discount Notes may not enforce the Indenture or any Holdersthe Senior Discount Notes except as provided in the Indenture. At any time after a declaration of acceleration with respect Subject to the Notes has been madecertain limitations, the Holders of a majority in principal amount at maturity of the then outstanding Senior Discount Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty Senior Discount Notes notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount at maturity of the Senior Discount Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Senior Discount Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the Accreted Value or principal of, the Senior Discount 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 trust power conferred on itDefault or Event of Default that is continuing, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture, Events : An “Event of Default include: Default” occurs if or upon:
(1) defaults default in the any payment of interest or Additional Amounts, if any, on or any Additional Amounts on or with respect to Note issued under the Notes Indenture when the same becomes due and payable and the payable, if that default continues for a period of 30 days; , or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event;
(2) defaults default in the payment of the Principal principal amount of or premium, if any, on any Note issued under the Notes Indenture when the same becomes due and payable at maturity, its Stated Maturity or upon optional redemption or otherwise; otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure by OI Group or any of its Restricted Subsidiaries to comply with for 90 days after written notice by the provisions of Sections 4.10 or 4.11 or Article 5 Trustee on behalf of the Indenture; (4) failure Holders or by OI Group or any the Holders of its Restricted Subsidiaries for 60 days after notice to comply 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ obligations under Article 4 or 5 of the Indenture (in each case, other agreements in than an Event of Default under Section 6.01 (a)(1) or 6.01(a)(2) of the Indenture, the Notes and the Guarantees of the Notes );
(with respect to any Guarantor); (54) default 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 OI Group either Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group either Issuer or any of its Restricted Significant Subsidiaries) other than Indebtedness owed to either Issuer or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: :
(a) is caused by a failure to pay principal of, or interest or premium, if any, at Stated Maturity on such Indebtedness prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”)Indebtedness; or or
(b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the aggregate principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 €200.0 million or more;
(5) either Issuer or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by the Issuers or any Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 €200.0 million in (exclusive of any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall amounts that a solvent insurance company has acknowledged liability for), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after the judgment becomes final and non-appealable; and
(7) except as permitted by the Indenture, any Guarantee of the Notes 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 effect, other than in accordance with the terms of the Indenture or any Guarantor, a Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms in writing its obligations under its Guarantee Guarantee, other than in accordance with the terms thereof or upon release of the Notes; (8) Guarantee in accordance with the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Indenture.
(b) consents to A default under Sections 6.01(a)(3), or 6.01(a)(6) of the entry Indenture will not constitute an Event of an order for relief against it Default until the Trustee or the Holders of 30% in an involuntary case; aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event or of Default specified described in clauses (8) and (9Section 6.01(a)(5) of the preceding paragraph Indenture) occurs and is continuing, continuing the Trustee by notice to the Company, either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes under the Indenture by written notice to the Company either Issuer and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest interest, including Additional Amounts, if any, on all the Notes under the Indenture to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of insolvency, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all outstanding the Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 1 contract
Defaults and Remedies. (a) Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Interest, if any, with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal, or premium, if any, of the Notes any Note when the same becomes due and payable at maturity, upon redemption optional redemption, upon required purchase, upon acceleration or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 its obligations under Section 5.10, 5.14, or 4.11 5.15 or Article 5 6 of the Indenture; (4iv) failure by OI Group to perform any other covenant or agreement of the Company or any of its Restricted Subsidiaries under the Indenture Documents for 60 30 days after the earlier to occur of (x) written notice to comply with 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 and (y) the date on which any of the other agreements in Chairman of the IndentureBoard, the Notes and President, the Guarantees Chief Financial Officer or the Treasurer became aware of the Notes (with respect to any Guarantor)such failure; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (aA) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 10.0 million in any individual case and $150.0 million in (or its foreign currency equivalent); (vi) failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $10.0 million (or its foreign currency equivalent) (not covered by
(A) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents) or (B) the breach or repudiation by the Company or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document; provided that, in the case of clauses (A) and (B), such judgment shall cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not have been paidbeing subject to a valid, discharged or stayed for a period of 60 daysperfected security interest; (7viii) except as expressly permitted by the Indenture, any Note Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee in writing; and (ix) certain events of bankruptcy or insolvency with respect to the Notes; (8) the Company, OI Group Company or any Significant Subsidiary or any group of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences Restricted Subsidiaries that, taken as a voluntary case; whole, would constitute a Significant Subsidiary.
(b) consents If any Event of Default (other than an Event of Default specified in subsection (i) or (j) of Section 7.01 of the Indenture with respect to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (cSubsidiary) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuingcontinuing and has not been waived by the Holders, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon any such declaration declaration, the Principal Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in subsection (i) or such lesser amount(j) and interest of Section 7.01 of the Indenture occurs with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the The Holders of at least a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, by written notice to the Trustee may on behalf of all of the Holders rescind such an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived (except nonpayment of Principal (or such lesser amount) or principal, premium, if any, interest or Additional AmountsInterest, if any, that has become due solely because of the acceleration. Subject to ) have been cured or waived and all sums paid or advanced by the duty Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee during an Event of Default to act and its agents and counsel have been paid or deposited with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered provision therefor reasonably satisfactory to the Trustee indemnity satisfactory to it against any loss, liability has been made. Holders may not enforce the Indenture or expensethe Notes except as provided in the Indenture. Subject to certain provisionslimitations, including those requiring indemnification of the Trustee, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes have the right to may direct the timeTrustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, method and place premium, if any, or interest or Additional Interest, if any) if it determines that withholding notice is in their interest.
(c) The Holders of conducting any proceeding for exercising any remedy available at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration).
(d) In the event of any trust power conferred Event of Default specified in clause (a)(v) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that:
(i) Indebtedness or guarantee that is the basis for such Event of Default has been discharged;
(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default;
(iii) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and
(iv) all existing Events of Default, except nonpayment of principal, premium or interest or Additional Interest on itthe Notes that became due solely because of the acceleration of the Notes, have been cured or waived.
(e) The Issuers are required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture and the Issuers are required, upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply for 30 days after notice with the provisions of Sections 4.10 Section 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, if that default: which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in 10.0 million, and provided, further, that if such default is cured or waived or any individual such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million (net of any amounts that a reputable and such judgment shall creditworthy insurance company has acknowledged liability for in writing), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted failure by the Indenture, any Guarantee of the Notes shall be held Guarantor to perform any covenant set forth in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantorits Subsidiary Guarantee, or the repudiation by any Person acting on behalf Guarantor of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee or the unenforceability of the Notesany Subsidiary Guarantee against a Guarantor for any reason; and (8) viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group any Guarantor or any Significant Subsidiary of OI Group pursuant to as specified in Section 6.01(h) or within the meaning of any Bankruptcy Law: (a6.01(i) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from certain events of bankruptcy, insolvency or reorganization respecting the Company or any Significant Subsidiary described in clauses (8) Section 6.01(h) or (96.01(i) of the preceding paragraph occursIndenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest, premium or Additional Interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any trust power conferred on itNotes are outstanding, with respect the Company is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Medic Systems Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Indenture; (4iv) failure by OI Group or any the Company for 180 days after notice to comply with Section 4.03 of its Restricted Subsidiaries the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture (including Sections 4.10 and 4.15) or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in 20.0 million, provided that if any individual such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 10.04 of the NotesIndenture); and (8) ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(9) appoints a Custodian or 6.01(10) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from such events of bankruptcy, insolvency or reorganization described in clauses (8) Section 6.01(9) or (96.01(10) of the preceding paragraph occursIndenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest or premium) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Genesis Energy Lp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when or the same becomes due and payable and the default continues for a period of 30 daysGuarantees; (2ii) defaults default in the payment of the Principal principal of or premium, if any, on the Notes or the Guarantees when the same becomes due and payable payable, at maturity, upon acceleration, redemption or otherwise; , (3iii) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice Obligor to comply with any of the its other agreements in the Indenture, the Notes and or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding voting as a single class; (5iv) default 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 OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiary) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (a) which default is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); , or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedmaturity (which acceleration has not been rescinded, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid annulled or prepaid cured within 20 Business Days after business days of receipt by the Company or such declaration; Restricted Subsidiary of such notice) and, in any individual each case, the due and payable principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 75 million or more; (6v) any certain final judgment or order judgments for the payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed that remain undischarged for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable days after such judgment or invalid or shall cease for any reason to be in full force judgments become final and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become duenon-appealable; and (9vi) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany of its Significant Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. 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 shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. 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 the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Company and Trustee may, on behalf of the TrusteeHolders of all of the Notes, as provided in the Indenture, may declare the unpaid Principal of and rescind an acceleration or waive any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (existing Default or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with in the required standard payment of careinterest or premium on, or the principal of, the Trustee is under no obligation Notes. References herein to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification interest due in respect of the Trustee, the Holders of a majority in principal amount Notes shall include any liquidated damages payable pursuant to Section 6.02 of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteIndenture.
Appears in 1 contract
Sources: Indenture (Red Rock Resorts, Inc.)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.09, 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any the Company for 180 days after notice to comply with the provisions of its Restricted Subsidiaries Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; providedStated Maturity, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.so
Appears in 1 contract
Sources: Indenture (Global Partners Lp)
Defaults and Remedies. Under An Event of Default is: (a) default for 30 days or more in payment of any installment of interest or Registration Default Damages, if any, on the Convertible Subordinated Notes, whether or not such payment is prohibited by the subordination provisions of the Indenture, Events of Default include: ; (1b) defaults default in the payment of interest the principal of or premium, if any, on or any Additional Amounts on or with respect to the Notes Convertible Subordinated Notes, when the same becomes due and payable and payable, whether or not such payment is prohibited by the default continues for a period subordination provisions of 30 daysthe Indenture; (2c) defaults default in the payment of the Principal Fundamental Change Payment in respect of the Convertible Subordinated Notes when on the same becomes due and payable at maturitydate therefor, upon redemption whether or otherwise; (3) failure not such payment is prohibited by OI Group or any of its Restricted Subsidiaries to comply with the subordination provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4d) failure to provide timely notice of a Fundamental Change; a default in the Company's obligation to redeem the Convertible Subordinated Notes after it has exercised its redemption option, whether or not such payment is prohibited by OI Group the subordination provisions of the indenture; (e) a default in its obligation to satisfy its conversion obligation upon exercise of a holder's conversion right; (f) the Company defaults (other than a default set forth in clauses (a), (b), (c) and (d) above) in the performance of, or breaches, any other covenant or warranty of its Restricted Subsidiaries for 60 the Company set forth in this Indenture or the Convertible Subordinated Notes and fails to remedy such default or breach within a period of 30 days after the receipt of written notice to comply with any from the Trustee or the holders of at least 25% in aggregate Principal Amount of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)then outstanding Convertible Subordinated Notes; (5g) a default under any credit agreement, 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 OI Group the Company or any Restricted Subsidiary subsidiary of the Company (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) subsidiaries), whether such Indebtedness or Guarantee now exists, guarantee exists on the date of this Indenture or is created after the Issue Datethereafter, if that default: which default (ai) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); Default or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any maturity (without such accelerated Indebtedness which is repaid acceleration being rescinded or prepaid within 20 Business Days after such declaration; annulled) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million 5,000,000 or more; (6h) any final a final, non-appealable judgment or order final, non-appealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any subsidiaries of its Restricted Subsidiaries the Company and such judgment shall not have been paidremain unstayed, discharged unbonded or stayed undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate amount of all such judgments exceeds $5,000,000; (7i) except as permitted by the Indenture, any Guarantee of the 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 Company or any Guarantorsubsidiary, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) Law commences a voluntary case; (b) , consents to the 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; (d) , makes a general assignment for the benefit of its creditors; or (e) admits , makes the admission in writing its inability that it generally is unable to pay its debts as the same become due; and (9j) a court of competent jurisdiction enters an a judgment, order or decree under any Bankruptcy Law that: (a) that is for relief against the Company, OI Group Company or any Significant Subsidiary of OI Group subsidiary in an involuntary case; (b) , appoints a Custodian of the Company, OI Group Company or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Companysubsidiary, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 90 days or orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for 90 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Convertible Subordinated Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest and Registration Default Damages, if any, on the all Convertible Subordinated Notes then outstanding to be due and payable immediately. Upon such declaration , except that in the Principal (or such lesser amount) and interest shall be due and payable immediately If case of an Event of Default specified in clauses (8) or (9) arising from certain events of the preceding paragraph occursbankruptcy, all outstanding Notes shall become and be due and payable immediately without any declaration, act or noticeinsolvency, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration reorganization with respect to the Company or any of its subsidiaries, all outstanding Convertible Subordinated Notes has been madebecome due and payable without further action or notice. Holders of Convertible Subordinated Notes may not enforce the Indenture or the Convertible Subordinated Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Subordinated Notes. Subject to certain limitations, the Holders holders of a majority in principal amount of the then outstanding Convertible Subordinated Notes maymay direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders notice of any continuing default (except a default in payment of principal, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amountspremium, if any, or interest or Registration Default Damages, if applicable) if it determines that has become due solely because of the accelerationwithholding notice is in their interests. Subject The Company must furnish annual compliance certificates to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Cke Restaurants Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2) defaults default in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3) failure by OI Group the Company or any of its Restricted Subsidiaries a Subsidiary Guarantor to comply with any covenant in the provisions Indenture (other than a default specified in clause (1) or (2) above) for 60 days (or 120 days in the case of Sections 4.10 or 4.11 or Article 5 the covenant set forth in Section 4.03 of the Indenture) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default under any mortgage, indenture or instrument under which there may be issued or document evidencing any indebtedness for borrowed money by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) Guarantor, whether such Indebtedness or Guarantee indebtedness now exists, exists or is created after the Issue Date, if that default: (aA) is caused by a failure to pay principal of, when due at final (and not any interim) maturity on or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness indebtedness prior to its express maturity; providedmaturity (without such acceleration having been rescinded, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid annulled or prepaid within 20 Business Days after such declaration; otherwise cured), and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionindebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $150.0 300.0 million or more; provided that this clause (64) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any final judgment indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or order for payment of money otherwise are required to be made in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and accordance with such judgment shall not have been paid, discharged or stayed for a period of 60 daysconversion); (75) except as permitted by the this Indenture, any Subsidiary Guarantee of the Notes any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any GuarantorSubsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any GuarantorSubsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its Guarantee or their Subsidiary Guarantees; and (6)(a) a court of the Notes; competent jurisdiction (8) i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, OI Group any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an involuntary case; (ii) appoints a custodian for all or substantially all of OI Group the property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (i), (ii) or (iii), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: Law (ai) commences a voluntary case; (bii) consents to the entry of an order for relief against it in an involuntary case; (ciii) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property; or (div) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Vistra Energy Corp.)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1) defaults each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest or additional interest when due on the Notes; (ii) default in payment of principal or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 hereof, upon acceleration or otherwise; (3iii) the failure by OI Group the Company, QS Wholesale or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after receipt of written notice to comply with given by the Trustee or the Holders of 25% in principal amount of the outstanding Notes of default under any of the other obligations, covenants, or agreements of the Company, QS Wholesale or such Subsidiary Guarantor, as applicable, contained in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5iv) default 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 OI Group the Company, QS Wholesale or any of the Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company, QS Wholesale or any of its the Restricted Subsidiaries or is recourse to the Company, QS Wholesale or the Restricted Subsidiaries) , by contract or operation of law), other than Indebtedness owed to the Company, QS Wholesale or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; final maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 million 25,000,000 or more; (6v) any final judgment certain events of bankruptcy, insolvency or order for payment reorganization of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group QS Wholesale or any a Significant Subsidiary or group of OI Group Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: Law (a) commences a voluntary casethe “bankruptcy provisions”); (bvi) consents failure by the Company, QS Wholesale or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25,000,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days (the entry of an order for relief against it in an involuntary case“judgment default provision”); (cvii) consents to the appointment any Notes Guarantee of a Custodian Significant Subsidiary or group of it or for all or substantially all Restricted Subsidiaries that, taken together (as of its property; (d) makes a general assignment the latest audited consolidated financial statements for the benefit Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its creditorsobligations under the Indenture or its Notes Guarantee; or (eviii) admits (x) default by the Company, QS Wholesale or any Subsidiary Guarantor in writing the performance of the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by the Company, QS Wholesale or any Subsidiary Guarantor of its inability generally to pay its debts as material obligations under the same become due; and Security Documents or (9z) the determination in a court of competent jurisdiction enters an order judicial proceeding that the Security Documents are unenforceable or decree under any Bankruptcy Law that: (a) is for relief invalid against the Company, OI Group QS Wholesale or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or Guarantor party thereto for any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, reason with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) a material portion of the preceding paragraph occurs Collateral and such default, repudiation, disaffirmation or determination is continuing, not cured within 60 days after the Issuers receive written notice thereof from the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes. However, a default under clause (iii) or (viii) above will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Issuers of the default and the Issuers do not cure such default within the time specified in such clause after receipt of such notice. If an Event of Default (other than an Event of Default described in clause (v) above) occurs and is continuing, the Trustee by notice to the Company and Issuers or the Trustee, as provided Holders of at least 25% in principal amount of the Indenture, outstanding Notes may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified described in clauses clause (8) or (9v) of above occurs and is continuing, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest on all outstanding the Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 1 contract
Sources: Indenture (Quiksilver Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default in the any payment of interest on or any Additional Amounts on or with respect to the Notes Note when the same becomes due and payable and the default continues payable, continued for a period of 30 days; (2ii) defaults default in the payment of the Principal principal amount of the Notes or premium, if any, on any Note issued under this Indenture when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions Company’s agreements or obligations contained in the Indenture for 60 days after written notice by the Trustee on behalf of Sections 4.10 the Holders or 4.11 by the Holders of 25% in principal amount of the outstanding Notes which notice requires that the default be remedied and states that it is a notice of default under this Indenture; provided that the Company shall have 120 days after the receipt of such notice to remedy, or Article 5 receive a waiver for, a failure to comply with Section 4.03 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5iv) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group or the Company any of its Restricted Subsidiaries) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate hereof, if that default: (a) which is caused by a failure to pay principal ofof such Indebtedness, or interest or premium, if any, on such Indebtedness prior at its stated final maturity (after giving effect to the expiration of the any applicable grace period periods) provided in such Indebtedness on the date of such default (a “Payment Default”)Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its express stated final maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, (vi) failure by the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group Company or any Significant Subsidiary (or group of its Restricted Subsidiaries and such judgment shall that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 of the Indenture) would constitute a Significant Subsidiary) to pay certain final judgments, which judgments are not have been paid, discharged or stayed stayed, for a period of 60 days; (7vii) except certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as permitted by of the Indenturelatest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant and (viii) any Guarantee of the Notes 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 effect, other than in accordance with the terms of the Indenture or any Guarantor, a Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms its obligations under its Guarantee of the Notes; (8) , other than in accordance with the Company, OI Group terms thereof or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all upon release of such entity’s property; or (c) orders Guarantee in accordance with the liquidation Indenture. In the case of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If 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 immediately without further action or notice. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. 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 the payment of principal, premium, if any, interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with respect an offer to this Notepurchase). 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
Sources: Indenture (Radio One, Inc.)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest or Liquidated Damages on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6) and provided, further, that if such default is cured or waived or any final such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with such judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in decree; (vi) failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $5.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted failure by the Indenture, any Guarantee of the Notes shall be held Guarantor to perform any covenant set forth in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantorits Subsidiary Guarantee, or the repudiation by any Person acting on behalf Guarantor of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee of or the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning unenforceability of any Bankruptcy Law: (a) commences Subsidiary Guarantee against a voluntary case; (b) consents to the entry of an order Guarantor 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueany reason; and (9viii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany Guarantor. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default includeDefault: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes Notes, (ii) default in payment when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturityNotes, upon redemption or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the notice or repurchase provisions of Sections 4.10 or 4.11 or Article 5 11 of the Indenture; , (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the its other covenants or agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Significant Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal of, or interest or premium, if any, on amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100 million or more; , or (6vi) any final judgment certain events of bankruptcy or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in insolvency with respect to the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period Significant Subsidiaries. In the case of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If 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. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Trustee may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes maymay direct the Trustee in its exercise of any trust or power. 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 the payment of principal or interest) if it determines that withholding notice is in their interest. Holders, under certain circumstanceseither (i) through the written consent (or as otherwise in accordance with the Applicable Procedures) of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee or (ii) by the adoption of a resolution, rescind at a meeting of Holders of the outstanding Notes at which a quorum is present, by the Holders of at least 66 2/3% in the principal amount of outstanding Notes represented at such acceleration meeting or, if less, by the Holders of at least a majority in aggregate principal amount of all outstanding Notes by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences if under the rescission would not conflict with any judgment Indenture, except a continuing Default or decree and if all existing Events Event of Default with respect to in the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) or interest or Additional Amountsthe principal of, premium, if any, that has become due solely because or interest on the Notes or in respect of a covenant or provision of the accelerationIndenture under Article 9 thereof which cannot be modified or amended without the consent of each outstanding Note affected. Subject The Company is required to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered deliver to the Trustee indemnity satisfactory to it against annually a statement regarding compliance with the Indenture. Upon becoming aware of any loss, liability Default or expense. Subject to certain provisions, including those requiring indemnification Event of the TrusteeDefault, the Holders of a majority in principal amount of the outstanding Notes have the right Company is required to direct the time, method and place of conducting any proceeding for exercising any remedy available deliver to the Trustee a statement specifying such Default or exercising any trust power conferred on it, with respect to this NoteEvent of Default.
Appears in 1 contract
Defaults and Remedies. Under An Event of Default is: (a) default in payment of the principal of, the Convertible Notes, when due at maturity, upon repurchase, upon acceleration or otherwise, whether or not such payment is prohibited by the subordination provisions of the Indenture, Events of Default include: ; (1b) defaults default for 30 days or more in the payment of any installment of interest or Liquidated Damages on the Convertible Notes, whether or any Additional Amounts on or with respect to not such payment is prohibited by the Notes when subordination provisions of the same becomes due and payable and the default continues for a period of 30 daysIndenture; (2c) defaults default in the payment of the Principal Designated Event Payment in respect of the Convertible Notes when on the same becomes due and payable at maturitydate therefor, upon redemption whether or otherwise; (3) failure not such payment is prohibited by OI Group or any of its Restricted Subsidiaries to comply with the subordination provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4d) the Company fails to deliver all cash and any shares of Common stock when such cash and Common stock, if any, are required to be delivered upon conversion of a Convertible Note, or; (e) failure to provide timely notice of a Designated Event; (f) default by OI Group the Company (other than a default set forth in clauses (a), (b), (c), (d) or any of its Restricted Subsidiaries (e) above) for 60 30 days or more after notice to comply with in the observance or performance of any of the other agreements covenants in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5g) default under any credit agreement, 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 OI Group the Company or any Restricted Subsidiary of its subsidiaries (or the payment of which is guaranteed or secured by OI Group the Company or any of its Restricted Subsidiaries) subsidiaries), whether such Indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (ai) is caused by a failure to pay when due any principal of, or interest or premium, if any, on of such Indebtedness prior to the expiration of within the grace period provided for in such Indebtedness on the date of such default (which failure continues beyond any applicable grace period) (a “Payment Default”); ) or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any maturity (without such accelerated Indebtedness which is repaid acceleration being rescinded or prepaid within 20 Business Days after such declaration; annulled) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million 10,000,000 or moremore and such Payment Default is not cured or such acceleration is not annulled within 30 days after notice; or (6h) failure by the Company or any final Material Subsidiary of the Company to pay final, nonappealable judgments (other than any judgment or order for payment of money as to which a reputable insurance company has accepted full liability) aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group 10,000,000, which judgments are not stayed, bonded or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of within 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditorsdays after their entry; or (ei) admits in writing its inability generally to pay its debts as certain events involving bankruptcy, insolvency or reorganization of the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysMaterial Subsidiary. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Convertible Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of principal of, and any accrued and unpaid interest and Liquidated Damages, if any, on the all Convertible Notes then outstanding to be due and payable immediately. Upon such declaration , except that in the Principal (or such lesser amount) and interest shall be due and payable immediately If case of an Event of Default specified in clauses (8) or (9) arising from certain events of the preceding paragraph occursbankruptcy, all outstanding Notes shall become and be due and payable immediately without any declaration, act or noticeinsolvency, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration reorganization with respect to the Company, all outstanding Convertible Notes has been madebecome due and payable without further action or notice. Holders of Convertible Notes may not enforce the Indenture or the Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Notes. Subject to certain limitations, the Holders holders of a majority in principal amount of the then outstanding Convertible Notes maymay direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders notice of any continuing default (except a default in payment of principal, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional AmountsLiquidated Damages, if any, applicable) if it determines that has become due solely because of the accelerationwithholding notice is in their interests. Subject The Company must furnish annual compliance certificates to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Credence Systems Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when whether or not prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by the subordination provisions of the Indenture; (3iii) failure by OI Group the Issuer or any of its Subsidiaries to comply with the provisions of Section 7 hereof; (iv) failure by the Issuer or any of its Restricted Subsidiaries to comply with observe or perform any other covenant, representation, warranty or other agreement in the provisions of Sections 4.10 Indenture or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Notes for 60 days after notice to comply with any the Issuer by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding voting as a single class; (5v) 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 OI Group the Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the Stated Maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 25.0 million or more; (6vi) failure by the Issuer or any of its Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after such judgments have become final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; (7vii) certain events of bankruptcy or insolvency with respect to the Issuer, any of its Restricted Subsidiaries that are Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee by a Significant Subsidiary or any group of the Notes Subsidiaries that, taken as a whole, 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysNote Guarantee. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to (upon the Company, request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: First Supplemental Indenture (Lodgenet Entertainment Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or Interest, if any, with respect to to, the Notes when Notes, whether or not prohibited by the same becomes due and payable and subordination provisions of the default continues for a period of 30 daysIndenture; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise; (3) failure of the principal of, or premium, if any, on the Notes whether or not prohibited by OI Group or any of its Restricted Subsidiaries to comply with the subordination provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4iii) failure by OI Group the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to the Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer or any of its Restricted Significant Subsidiaries) ), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on at the final Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 25.0 million or more; (6vi) any certain final judgment or order judgments and decrees for the payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed that remain undischarged for a period of 60 daysdays after such judgment or decree has become final and non- appealable without being paid, discharged, waived or stayed; (7vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall be held in any judicial proceeding Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or shall cease decree or ceases for any reason to be in full force and effect effect, or any Guarantor, Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor, shall deny Guarantor that is a Significant Subsidiary denies or disaffirm disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the Notes; (8) notice specified in the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; Indenture and (9viii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Issuer or decree remains unstayed and in effect for 60 daysany of the Issuer's Restricted Subsidiaries that is a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable; provided that so long as any Indebtedness permitted to be incurred under the Credit Agreement is outstanding, such acceleration will not be effective until the earlier of the acceleration of such Indebtedness under the Credit Agreement or five Business Days after receipt by the Issuer of written notice of such acceleration. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) principal, premium or interest or Additional Amounts, Interest) if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any a committee of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expenseResponsible Officer determines in good faith that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium and Additional Interest, if any, or interest on, the Notes (including in connection with an offer to purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days of becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1) the Company defaults in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) the Company defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 4.08 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture to comply with any of the other agreements (other than those specified in clause (3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, and (i) in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or moremore and (ii) OI Group has received notice specifying the default from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture and does not cure the default within 30 days; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment or order shall not have been paid, discharged or stayed for a period of 60 daysdays after its entry; (7) except as permitted by the Indenture, any Guarantee of the Notes by OI Group or any Guarantor that is 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 OI Group or any GuarantorGuarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; , and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice in writing to the Company and the Trustee, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice of acceleration” as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately immediately. If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, notice or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment non-payment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee indemnity and/or security satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, with respect to this Note.
Appears in 1 contract
Sources: Indenture (O-I Glass, Inc. /DE/)
Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults default in the payment when due of interest on or any Additional Amounts on or with respect to the 2022 Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2) defaults days after written notice is given to the Issuers as provided in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4b) default in the payment when due of principal of, or premium, if any, on, the 2022 Notes; (c) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice the Issuers to comply with any of the other agreements provisions of Section 5.01 of the Indenture and such failure continues for 30 days after written notice is given to the Issuers as provided in the Indenture, the Notes and the Guarantees ; (d) failure by Andeavor Logistics to comply with Section 4.03 of the Indenture and such failure continues for 120 days after written notice is given to Andeavor Logistics as provided in the Indenture; (e) failure by the Issuers or any of their Restricted Subsidiaries to comply with any other agreement in the Indenture or 2022 Notes (with respect other than a failure that is subject to any Guarantorclause (a), (b), (c) or (d) above) and such failure continues for 90 days after written notice is given to the Issuers as provided in the Indenture; (5f) 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 OI Group the Issuers or any Restricted Subsidiary Guarantor (or the payment of which is guaranteed by OI Group the Issuers or any of its Restricted Subsidiaries) Guarantor), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (ai) is caused by a failure to pay principal of, or interest of or premium, 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”); ) or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $150.0 200.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries , and such judgment default shall not have been paidcured or waived or any such acceleration rescinded, discharged or stayed for a such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of 60 dayssuch acceleration; (7g) [reserved]; (h) certain events of bankruptcy or insolvency with respect to either of the Issuers or any Guarantors that are Significant Subsidiaries or any group of Guarantors that, when taken together, would constitute a Significant Subsidiary as described in the Indenture; or (i) except as permitted by in the Indenture, any Subsidiary Guarantee of the Notes 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 any GuarantorGuarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Notes; (8) Indenture or the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all release of such entity’s property; or (c) orders Subsidiary Guarantee in accordance with the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (aIndenture), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes by notice to the Company and the Trusteeof a series, voting as provided in the Indenturea single class, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes of such series to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority except as provided in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.the
Appears in 1 contract
Sources: Indenture (Andeavor Logistics Lp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the Exchange Debentures; default continues for a period of 30 days; (2) defaults in the payment when due of principal of or premium on the Principal of the Notes when the same becomes due and payable Exchange Debentures at maturity, upon redemption or otherwise; (3) failure by OI Group default in the performance or any breach of its Restricted Subsidiaries to comply with the provisions of Sections Section 4.07, Section 4.09, Section 4.10 or 4.11 or Article 5 Section 4.15 of the Indenture; (4) failure default by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the Exchange Debentures then outstanding in the performance of any other covenant, warranty or other agreement in the Indenture or the Exchange Debentures; prior to comply with the time that the Company has at least four operating satellites, default after expiration of any applicable grace periods by the Company, or any of its Affiliates under the Hughes Satellite Contract or the Arianespace Launch Contract, of whic▇ ▇▇▇ Trustee or the Company has received notice from Hughes or Arianespace, as the case may be, and which default would pe▇▇▇▇ ▇he other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect party thereto to any Guarantor)terminate such contract; (5) default 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 OI Group the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists), or is created after the Issue Date, if that default: (a) which default is caused by a failure to pay when due principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, and the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default, aggregates $10.0 million or more; default 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 Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), which default results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness, together with the principal amount of any other Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 10.0 million or more; failure by the Company or any of its Subsidiaries to pay final judgments (6other than any judgment as to which a reputable insurance company has accepted full liability or any judgment entered against the Company in a jurisdiction outside of the United States which the Company in good faith after consultation with counsel believes is not enforceable against the Company outside of such jurisdiction) any final judgment or order for payment of money aggregating in excess of $75.0 5.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group which judgments are not stayed within 60 days after their entry; or any certain events of its Restricted Subsidiaries and such judgment shall not have been paid, discharged bankruptcy or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding insolvency with respect to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group any Subsidiary Guarantor or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Exchange Debentures may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes Exchange Debentures to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall Exchange Debentures will become and be due and payable immediately without any declaration, act further action or notice, or other act on the part . Holders of the Trustee Exchange Debentures may not enforce the Indenture or any Holdersthe Exchange Debentures except as provided in the Indenture. At any time after a declaration of acceleration with respect Subject to the Notes has been madecertain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and Exchange Debentures may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty Exchange Debentures notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the outstanding Notes have Exchange Debentures then outstanding, by notice to the right Trustee, may on behalf of the Holders of all of the Exchange Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Exchange Debentures. The Company is required to direct the time, method and place of conducting any proceeding for exercising any remedy available deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or exercising any trust power conferred on itEvent of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or Liquidated Damages, if any, with respect to the Notes Notes; default in payment when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of principal or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group the Company to perform or any of its Restricted Subsidiaries to comply with the provisions of described under Sections 4.10 4.07, 4.09, 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Obligor for 60 30 days after notice from the Trustee or the holders of at least 25% of the principal amount of the Notes then outstanding to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: which default (ax) is caused by a failure to pay Payment Default, and the principal ofamount of any such Indebtedness, or interest or premium, if any, on together with the principal amount of any other such Indebtedness prior to the expiration of the grace period Company or any Significant Subsidiary under which there has been a Payment Default or the maturity of which has been accelerated as provided in such Indebtedness on the date of such default clause (a “Payment Default”y); , aggregates $5.0 million or more or (by) results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, maturity and the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; failure by the Company or any of its Significant Subsidiaries to pay final judgments (6other than any judgment as to which a reputable insurance company has accepted full liability in writing) any final judgment or order for payment of money aggregating in excess of $75.0 5.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall which judgments are not have been paid, discharged or stayed for a period within 45 days after their entry; certain events of 60 days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable bankruptcy or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany of its Significant Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration declaration, the Principal (or such lesser amount) principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Notes shall be due and payable immediately If immediately. Notwithstanding the foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration insolvency with respect to the Notes has been madeCompany or any of its Significant Subsidiaries, the foregoing amount shall ipso facto become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The holders of a majority in aggregate principal amount of the Notes then outstanding Notes mayoutstanding, under certain circumstancesby notice to the Trustee, rescind such acceleration may on behalf of the holders of all of the Notes, waive any existing Default or Event of Default and its consequences if under the rescission would not conflict with any judgment Indenture, except a continuing Default or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with in the required standard payment of careinterest or Liquidated Damages or premium on, or the principal of, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this NoteNotes.
Appears in 1 contract
Sources: Indenture (MGC Communications Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.09, 4.10, 4.15, 4.21 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any the Company for 60 days after notice to comply with Section 4.03 of its Restricted Subsidiaries the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee now exists, guarantee exists on the Issue Date or is created after the Issue Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in 20.0 million, provided that if any individual such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by Finance Corp. the Company or any of its the Company’s Restricted Subsidiaries that is a Significant Subsidiary or group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes 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 any Guarantor, or any Person validly acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms in writing its obligations under its Guarantee of the NotesSubsidiary Guarantee; (8) ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to the Company or within any group of Restricted Subsidiaries of the meaning Company that, taken together, would constitute a Significant Subsidiary of any Bankruptcy Law: the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture and (x) occurrence of the following (a) commences except as permitted by the Junior Lien Documents, any Junior Lien Document establishing the Junior Liens in favor of the Collateral Trustee ceases for any reason to be enforceable; provided that it will not be an Event of Default under this clause (x)(a) if the sole result of the failure of one or more Junior Lien Documents to be fully enforceable is that any Junior Lien purported to be granted under such Junior Lien Collateral Documents on Collateral, individually or in the aggregate, having a voluntary casefair market value of not more than $20.0 million, ceases to be an enforceable and perfected Junior Lien; (b) consents except as permitted by the Junior Lien Documents or as a direct result of the failure of the Collateral Trustee to act in accordance with the Junior Lien Documents, any Junior Lien purported to be granted under any Junior Lien Collateral Document on Collateral, individually or in the aggregate, having a fair market value in excess of $20.0 million ceases to be an enforceable and perfected third-priority Lien (subject to the entry of an order for relief against it in an involuntary caseIntercreditor Agreement and Permitted Liens); and (c) consents to the appointment Company or Finance Corp. or any Guarantor, or any Person acting on behalf of a Custodian any of it them, denies or for all disaffirms, in writing, any obligation of the Company or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; any Guarantor set forth in or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree arising under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysJunior Lien Collateral Document establishing Junior Liens. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from such events of bankruptcy, insolvency or reorganization described in clauses (8) Section 6.01(i) or (96.01(j) of the preceding paragraph occursIndenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture or the Junior Lien Documents. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest or premium) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Junior Lien Documents, and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required to this Notedeliver to the Trustee, within 30 days of any Officer of the General Partner or Finance Corp. becoming aware of any Default or Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period, a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, the Notes; (ii) default in the payment when due of the principal of, or premium on, if any, the Notes, including the failure to consummate the Special Mandatory Redemption, to the extent required, as described in Section 3.09 of the Supplemental Indenture; (iii) failure by the Company or any Additional Amounts on Guarantor for 60 days (or 120 days with respect to the Notes when the same becomes due and payable and the a default continues for a period of 30 days; (2) defaults in the payment under Section 4.03 of the Principal Supplemental Indenture) after written notice to the Company by the Trustee or the Holders of at least 30% in aggregate principal amount of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice then outstanding to comply with any of the other agreements in the IndentureSupplemental Indenture (other than a default referred to, the Notes and the Guarantees in clause (i) or (ii) of Section 6.01 of the Notes (with respect to any GuarantorIndenture); (5iv) default 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 OI Group the Company or any Restricted Subsidiary Guarantor (or the payment of which is guaranteed Guaranteed by OI Group the Company or any of its Restricted Subsidiaries) Guarantor), whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $150.0 million 600 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (6b) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in Non-Recourse Debt (except to the aggregate at any time shall be rendered against OI Group extent that the Company or any of its Restricted Subsidiaries the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such judgment shall not have been paidliability, discharged individually or stayed for in the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $600 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into by a period non-Guarantor Subsidiary or any standard securitization undertakings of 60 daysthe Company or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary; (7v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of the Notes any Guarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary) shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any GuarantorGuarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, taken together, would constitute a Significant Subsidiary), or any Person acting on behalf of any GuarantorGuarantor that constitutes a Significant Subsidiary (or any group of Guarantors that, taken together, would constituent a Significant Subsidiary), shall deny or disaffirm its or their obligations under its Guarantee of the Notesor their Subsidiary Guarantee(s); (8) vi) the Company, OI Group Company or any Guarantor that constitutes a Significant Subsidiary (or any group of OI Group pursuant to or within the meaning of any Bankruptcy Law: Guarantors that, taken together, would constitute a Significant Subsidiary):
(aA) commences a voluntary case; , (bB) consents to the entry of an order for relief against it in an involuntary case; , (cC) consents to the appointment of a Custodian custodian of it or for all or substantially all of its property; , (dD) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (aA) is for relief against the Company, OI Group Company or any Guarantor that is a Significant Subsidiary or any group of OI Group in an involuntary case; Guarantors that, taken together, would constitute a Significant Subsidiary;
(bB) appoints a Custodian custodian of the Company, OI Group Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of OI Group or for all or substantially all of such entity’s propertythe property of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; or or
(cC) orders the liquidation of the Company, OI Group Company or any Guarantor that is a Significant Subsidiary or any group of OI GroupGuarantors that, taken together, would constitute a Significant Subsidiary; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 consecutive days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the payment of interest or additional interest when due on the Securities; (ii) default in payment of principal or premium, if any, on the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Issuers to comply with its obligations under Article IV of the Indenture; (iv) default in the performance of any Additional Amounts on of the obligations described under Section 3.9 or with respect to Section 3.7 inclusive or under the Notes when covenants described under Article III inclusive of the same becomes due Indenture and payable and the such default continues shall have continued for a period of 30 days; days after the Issuers shall have been given notice (2in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (ii) defaults in the payment of the Principal of the Notes when the same becomes due above and payable at maturity, upon redemption or otherwise; (3) other than a failure by OI Group or any of its Restricted Subsidiaries to comply with Section 4.1 which is covered by clause (iii); (v) default in the provisions performance of Sections 4.10 or 4.11 or Article 5 any of the Indenture; (4) failure by OI Group or any agreements contained in the Indenture and such default shall have continued for a period of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)Issuers shall have been given notice; (5vi) default 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 OI Group the Issuers or any of their Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to each of the Issuers or a Restricted Subsidiary of such Issuer, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that which default:
(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group (pursuant to or within the meaning of any Bankruptcy Law: ): (a) commences a voluntary caseinsolvency proceeding; (b) consents to the entry of an order for relief against it in an involuntary caseinsolvency proceeding; (c) consents to the appointment of a Custodian custodian of it or for all or substantially all any substantial part of its property; or (d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (e) admits in writing its inability generally to pay its debts as the same become duevii); and (9viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group the Co-Issuer or any Significant restricted Subsidiary of OI Group in an involuntary caseinsolvency proceeding; (b) appoints a Custodian of the Company, OI Group the Co-Issuer or any Significant Restricted Subsidiary of OI Group or for all or substantially all any substantial part of such entity’s its property; or (c) orders the winding up or liquidation of the Company, OI Group the Co-Issuer or any Significant Subsidiary of OI GroupRestricted Subsidiary; and, with respect to or (a), (bd) grants any similar relief under any foreign laws; and (c), in each case the order or decree remains unstayed and in effect for 60 days; or (ix) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $5.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the “judgment default provision”). If However, a default under clauses (iv) and (v) will not constitute an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, until the Trustee by notice to the Company, or the Holders Securityholders of at least 25% in principal amount of the then outstanding Notes by notice to Securities notify the Company Issuers and the Trustee, as provided in the Indenturecase of a notice given by the Securityholders, may declare of the unpaid Principal of default and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon Issuers does not cure such declaration default within the Principal time specified in clauses (or such lesser amountiv) and interest shall be due and payable immediately (v) hereof after receipt of such notice. If an Event of Default specified occurs and is continuing (other than an Event of Default described in clauses clause (8) vii) above), the Trustee or (9) the Securityholders of at least 25% in principal amount of the preceding paragraph occurs, Securities may declare all outstanding Notes shall become the Securities to be due and be payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately without any declarationupon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in this Indenture. The Trustee may refuse to enforce this Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders Securityholders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of Securities may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 1 contract
Sources: Indenture (Star Gas Partners Lp)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1) the Company fails to pay when due the principal of or premium, if any, on any of the Notes at maturity, upon redemption or exercise of a repurchase right or otherwise; (2) the Company fails to pay an installment of interest (including Registration Delay Payments, as that term is defined in the Registration Rights Agreement, if any, on any of the Notes that continues for 30 days after the date when due; (3) the Company fails to deliver shares of Series B Preferred Stock or Common Stock, as applicable, together with cash in lieu of fractional shares, if any, when such shares are required to be delivered for 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 and the Non-Convertible Notes and the Non-Convertible Notes indenture for a period of 30 days after receipt by the Company of a Notice of Default; (5) the Company fails to give or cause the Trustee to give all Noteholders notice of the occurrence of a Change in Control in accordance with the provisions of the Indenture; (6) (A) one or more defaults in the payment of interest principal of or premium, if any, on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of Company's or the Notes Company's Subsidiaries' Indebtedness aggregating $5.0 million or more, when the same becomes due and payable at maturitythe scheduled maturity thereof, upon redemption and such default or otherwise; 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 a notice of default or (3B) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (Company's or the payment of which is guaranteed by OI Group Company's Subsidiaries' Indebtedness aggregating $5.0 million or any of its Restricted Subsidiaries) whether such Indebtedness more shall have been accelerated or Guarantee now existsotherwise declared due and payable, or is created after the Issue Date, if that default: required to be prepaid or repurchased (aother than by regularly scheduled required prepayment) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace scheduled maturity thereof and such acceleration is not rescinded or annulled within a 30-day period provided in such Indebtedness on after the date of such default acceleration; (a “Payment Default”); or (b7) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall if unsatisfied judgments not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or covered by insurance aggregating in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 5.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group the Company or any of its Restricted Subsidiaries and such judgment shall not have been paidstayed, bonded or discharged or stayed for a period of within 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group Company or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian Subsidiaries of the Company, OI Group or any Company which in the aggregate would constitute a Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiary. If an Event of Default (other than an Event or of Default specified in clauses clause (8) and h) or (9i) of Section 6.01 of the preceding paragraph Indenture) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then Notes at the time outstanding Notes by notice to the Company and the Trustee, as provided in the IndentureCompany, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration Certain events of bankruptcy or insolvency are Events of Default which will result in the Principal (or such lesser amount) and interest shall be Notes becoming due and payable immediately If an Event upon the occurrence of Default specified in clauses (8) such Events of Default. Noteholders may not enforce the Indenture or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept 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, the Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Noteholders notice of any continuing Default with respect to the Notes have been cured or waived (except nonpayment a Default in payment of Principal amounts specified in clause (or such lesser amount1) or interest or Additional Amounts, (2) above) if any, it determines that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interests.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest or Liquidated Damages on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; , (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 4.07, 4.09 or 4.11 or Article 5 4.13 of the IndentureIndenture for 30 days from receipt of written notice by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of any series then outstanding; (4iv) failure by OI Group the Company to observe any other covenant, representation, warranty or any of its Restricted Subsidiaries other arrangement in the Indenture for 60 days after notice to comply with any the Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to of any Guarantor)series then outstanding; (5v) 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); , or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or more; (6vi) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such judgment shall not have been paid, discharged or stayed judgments remain undischarged for a period (during which execution shall not be effectively stayed pending appeal (or otherwise stayed)) of 60 days, provided that the aggregate of all such undischarged judgments exceeds $50.0 million (net of any amount covered by insurance); (7vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; and (viii) except as permitted by the Indenture, any Note Guarantee of the 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 any Guarantor, Guarantor or any Person acting on its behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entityGuarantor’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysNote Guarantee. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice may declare all the Notes to the Companybe due and payable immediately, or and upon receipt of written instructions from the Holders of at least 25% in principal amount of the then outstanding Notes by notice of any series, the Trustee will declare all the Notes of such series to be due and payable. Notwithstanding the Company 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 Trustee, Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and of any series may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default power with respect to such series. The Trustee may withhold from Holders of the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available series by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or exercising any trust power conferred on it, Event of Default and its consequences under the Indenture with respect to this Notesuch series except a continuing Default or Event of Default in the payment of interest 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 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
Sources: Indenture (Amerisourcebergen Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1each of which are more specifically described in the Indenture) defaults (i) default in any payment of interest or additional interest (as required by the Registration Rights Agreement) on any Security when due, continued for 30 days; (ii) default in the payment of interest principal of or premium, if any, on or any Additional Amounts on or with respect to the Notes Security when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries Note Guarantor to comply with the provisions of Sections 4.10 or 4.11 or Article 5 its obligations under Section 4.1 of the Indenture; (4iv) failure by OI Group the Company or any Note Guarantor to comply for 45 days after notice with any of its Restricted Subsidiaries obligations under Article III of the Indenture (in each case, other than a failure to purchase Securities, which will constitute an Event of Default under clause (ii), and a failure to comply with Section 4.1 of the Indenture, which will constitute an Event of Default under clause (iii)); (v) failure by the Company or any Note Guarantor to comply for 60 days after notice to comply as provided below with any of the its other agreements contained in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (a1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b2) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 25.0 million or more; (6vii) certain events set forth in Section 6.1(7) of the Indenture of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law; (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 25.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall writing), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7ix) except any Subsidiary Guarantee, Collateral Document or obligation under the Intercreditor Agreement of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease latest audited consolidated financial statements for any reason the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a final judicial proceeding or any Guarantor, Subsidiary Guarantor that is a Significant Subsidiary or any Person acting on behalf group of any Guarantor, shall deny Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirm disaffirms its obligations under the Indenture, or its Subsidiary Guarantee of any Collateral Document or the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditorsIntercreditor Agreement; or (ex) admits with respect to any Collateral having a fair market value in writing its inability generally excess of $25.0 million, individually or in the aggregate, (A) the security interest under the Collateral Documents, at any time, ceases to pay its debts as be in full force and effect for any reason other than in accordance with their terms and the same become due; terms of this Indenture and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture, (9B) a any security interest created thereunder or under this Indenture is declared invalid or unenforceable or (C) the Company or any Note Guarantor asserts, in any pleading in any court of competent jurisdiction enters an order jurisdiction, that any such security interest is invalid or decree unenforceable. However, a default under any Bankruptcy Law that: clauses (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (biv) and (c), v) will not constitute an Event of Default until the order Trustee or decree remains unstayed the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in effect for 60 daysclauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event or of Default specified described in clauses (8) and (9vii) of the preceding paragraph hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities by notice to the Company and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid Principal interest, if any, on all the Securities to be due and payable. If an Event of Default described in (vii) hereof occurs and any is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes to Securities will become and be immediately due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Notes has been madeIndenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and Securities may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default with respect to the Notes have been cured (except a Default or waived except nonpayment Event of Principal (or such lesser amount) or interest or Additional AmountsDefault in payment of principal, premium, if any, or interest) if it determines in good faith that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 1 contract
Sources: Indenture (Libbey Inc)
Defaults and Remedies. Under Each of the following is an Event of Default under the Indenture, Events of Default include: (1) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Interest with respect to to, the Notes when (whether or not prohibited by Article 12 of the same becomes due and payable and the default continues for a period of 30 daysIndenture); (2) defaults default in payment when due of principal of, or premium, if any, on the payment Notes (whether or not prohibited by Article 12 of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseIndenture); (3) failure by OI Group the Issuer or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.09 or 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group the Issuer or any of its Restricted Subsidiaries for 30 days after notice to comply with Section 4.12 or 4.18; (5) failure by the Issuer or any of its Restricted Subsidiaries for 60 days after notice to comply with any of other covenant or agreement in the other agreements Notes or in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (56) default 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 OI Group the Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Issuer or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: default (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”"PAYMENT DEFAULT"); or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 20.0 million or more; (67) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Issuer or any of its Restricted Subsidiaries and such judgment shall to pay final judgments (to the extent not have been fully covered by insurance) aggregating in excess of $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days; (7) 8) except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueGuarantee; and (9) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a), (b) and (c), the order Issuer or decree remains unstayed and in effect for 60 daysany of its Significant Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified arising from certain events of bankruptcy or insolvency described in clauses (8) or (9) of the preceding paragraph occursIndenture, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) principal or interest or Additional Amounts, Interest) if any, it determines that has become due solely because of the accelerationwithholding notice is in their interest. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Villa Pines Care LLC)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysDebentures; (2ii) defaults default in payment when due of principal of or premium, if any, on the payment of the Principal of the Notes when the same becomes due and payable at maturityDebentures, upon redemption or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries for 30 days after notice to comply with the provisions of Sections Section 4.10 or 4.11 4.15 or Article 5 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Debentures; (5v) default under any mortgage, indenture or instrument under certain other agreements relating to Indebtedness of the Company which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, either case the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 20.0 million or more; (6vi) any certain final judgment or order judgments for the payment of money aggregating in excess of $75.0 20.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed that remain undischarged for a period of 60 consecutive days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9vii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c), the order Company or decree remains unstayed and in effect for 60 daysany of its Significant Subsidiaries. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice Debentures may declare all the Debentures to be due and payable. Notwithstanding the Company foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable without further action or notice. Holders may not enforce the Trustee, Indenture or the Debentures except as provided in the Indenture. Subject to certain limitations, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and Debentures may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because power. The Trustee may withhold from Holders of the acceleration. Subject to the duty Debentures notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Debentures then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Debentures waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Debentures. 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Exchange Indenture (Crown Castle International Corp)
Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default includeDefault: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes Notes, (ii) default in payment when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturityNotes, upon redemption or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the notice or repurchase provisions of Sections 4.10 or 4.11 or Article 5 11 of the Indenture; , (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the its other covenants or agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Significant Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal of, or interest or premium, if any, on amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100 million or more; , or (6vi) any final judgment certain events of bankruptcy or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in insolvency with respect to the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period Significant Subsidiaries. In the case of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If 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. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Trustee may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes maymay direct the Trustee in its exercise of any trust or power. 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 the payment of principal or interest) if it determines that withholding notice is in their interest. Holders, under certain circumstanceseither (i) through the written consent (or as otherwise in accordance with the Applicable Procedures) of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, rescind without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes) by notice to the Trustee or (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum is present, by the Holders of at least 66 2/3% in the principal amount of outstanding Notes represented at such acceleration meeting or, if less, by the Holders of at least a majority in aggregate principal amount of all outstanding Notes by notice to the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences if under the rescission would not conflict with any judgment Indenture, except a continuing Default or decree and if all existing Events Event of Default with respect to in the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) or interest or Additional Amountsthe principal of, premium, if any, that has become due solely because or interest on the Notes or in respect of a covenant or provision of the accelerationIndenture under Article 9 thereof which cannot be modified or amended without the consent of each outstanding Note affected. Subject The Company is required to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered deliver to the Trustee indemnity satisfactory to it against annually a statement regarding compliance with the Indenture. Upon becoming aware of any loss, liability Default or expense. Subject to certain provisions, including those requiring indemnification Event of the TrusteeDefault, the Holders of a majority in principal amount of the outstanding Notes have the right Company is required to direct the time, method and place of conducting any proceeding for exercising any remedy available deliver to the Trustee a statement specifying such Default or exercising any trust power conferred on it, with respect to this NoteEvent of Default.
Appears in 1 contract
Defaults and Remedies. Under Each of the Indenture, Events of Default includefollowing is an “EVENT OF DEFAULT”: (1i) defaults in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults days in the payment when due of interest on the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3ii) failure by OI Group default in the payment when due of principal of or premium, if any, on the Notes; (iii) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Supplemental Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries fails for 30 days after notice to the Company to comply with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Supplemental Indenture; (v) the Company or any of its Restricted Subsidiaries fails for 60 days after notice to comply with any of the other agreements in the Indenture, Supplemental Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5vi) default the Company or any of its Restricted Subsidiaries (other than a Securitization Entity) defaults 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (other than a Securitization Entity) (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (other than a Securitization Entity)) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Supplemental Indenture, if that default: default (a) is caused by a failure to pay principal of, or interest of or premium, if any, or interest on such Indebtedness prior to on or before the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or moremore or its foreign currency equivalent; (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall fails to pay final judgments aggregating in excess of $50.0 million or its foreign currency equivalent, excluding amounts covered by insurance, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Supplemental Indenture, any Guarantee of the Notes 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entityGuarantor’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysGuarantee. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency, with respect to the Company or any Restricted Subsidiary of the preceding paragraph occursCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Supplemental Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Supplemental Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard if it determines that withholding notice is in their interest, except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to it against any loss, liability payment of principal or expenseinterest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: include (1) defaults each of which are more specifically described in the Indenture) (i) default for 30 days in payment of interest or additional interest when due on the Notes; (ii) default in payment of principal or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 hereof, upon acceleration or otherwise; (3iii) the failure by OI Group the Company, QS Wholesale or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after receipt of written notice to comply with given by the Trustee or the Holders of 25% in principal amount of the outstanding Notes of default under any of the other obligations, covenants, or agreements of the Company, QS Wholesale or such Subsidiary Guarantor, as applicable, contained in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5iv) default 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 OI Group the Company, QS Wholesale or any of the Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company, QS Wholesale or any of its the Restricted Subsidiaries or is recourse to the Company, QS Wholesale or the Restricted Subsidiaries) , by contract or operation of law), other than Indebtedness owed to the Company, QS Wholesale or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; final maturity (the “cross acceleration provision”) and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 million 25,000,000 or more; (6v) any final judgment certain events of bankruptcy, insolvency or order for payment reorganization of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group QS Wholesale or any a Significant Subsidiary or group of OI Group Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: Law (a) commences a voluntary casethe “bankruptcy provisions”); (bvi) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against failure by the Company, OI Group QS Wholesale or any Significant Subsidiary or group of OI Group in an involuntary case; Restricted Subsidiaries that, taken together (b) appoints a Custodian as of the latest audited consolidated financial statements for the Company, OI Group or any QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of OI Group $25,000,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for all or substantially all a period of such entity’s property60 days (the “judgment default provision”); or (cvii) orders any Notes Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the liquidation of latest audited consolidated financial statements for the Company, OI Group QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Significant Subsidiary of OI Group; andGuarantor denies or disaffirms its obligations under the Indenture or its Notes Guarantee. However, with respect to a default under clause (a), (biii) and (c), the order or decree remains unstayed and in effect for 60 days. If above will not constitute an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, until the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes notify the Issuers of the default and the Issuers do not cure such default within the time specified in such clause after receipt of such notice. If an Event of Default (other than an Event of Default described in clause (v) above) occurs and is continuing, the Trustee by notice to the Company and Issuers or the Trustee, as provided Holders of at least 25% in principal amount of the Indenture, outstanding Notes may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified described in clauses clause (8) or (9v) of above occurs and is continuing, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest on all outstanding the Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to Holders may not enforce the Indenture or the Notes has been madeexcept as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee Default in payment of principal or interest) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notetheir interest.
Appears in 1 contract
Sources: Indenture (Quiksilver Inc)
Defaults and Remedies. Under the Indenture, (a) Events of Default under the Indenture include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal of principal of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 and 5.01 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements covenants in the Indenture, Indenture for a period of 45 days after written notice by the Trustee or by the Holders of at least 25% in principal amount of Notes and the Guarantees of the Notes (with respect to any Guarantor)then outstanding; (5v) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be secured or evidenced and outstanding any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or Indebtedness of an Unrestricted Subsidiary that is Guaranteed by the payment of which is guaranteed by OI Group Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: default (aA) is caused by a failure to pay principal of, or interest or premium, if any, on at the final stated maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); "PAYMENT DEFAULT") or (bB) results in the acceleration of such Indebtedness prior to its express stated maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, but only if the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 10.0 million or more; (6vi) failure by the Company or any of its Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group 10.0 million, or any judgments aggregating in excess of its Restricted Subsidiaries $20.0 million for the last event listed on Schedule 4.01(f) to the Credit Agreement, as in effect on the Issue Date (net of amounts covered by insurance or indemnity arrangements provided by a reputable and such judgment shall creditworthy insurance company or other Person), which judgments are not have been paid, discharged or stayed for a period of 60 daysconsecutive days after the judgments become final and non-appealable; (7vii) except as permitted any Subsidiary Guarantee by the Indenturea Guarantor that is a Material Subsidiary or Restricted Subsidiaries that if taken together would constitute a Material Subsidiary, any Guarantee of the Notes (x) shall be held in any judicial proceeding to be unenforceable or invalid invalid, or (y) shall cease for any reason other reason, other than in accordance with its terms, to be in full force and effect effect, and for purposes of this clause (y) only, and such failure shall continue for a period of three days after written notice by the Trustee or Holders of at least 25% in principal amount of the Notes then outstanding to such Guarantor, or (z) any GuarantorGuarantor that is a Significant Subsidiary, or any Person acting on behalf of any GuarantorGuarantor that is a Significant Subsidiary, shall deny or disaffirm its obligations under its Guarantee Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Notes; (8) the Company, OI Group Company or any of its Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Subsidiaries.
(b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under If any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Notes then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon payable, including in each case accrued and unpaid interest thereon, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such declaration notice is an Acceleration Notice, and the Principal same (or such lesser amounti) and interest shall be become immediately due and payable or (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately If due and payable upon the first to occur of (x) an acceleration under the Credit Agreement or (y) five Business Days after receipt by the Company and the Representative under the Credit Agreement 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 specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency with respect to the Company, any Material Subsidiary or any group of the preceding paragraph occursRestricted Subsidiaries that, taken together, would constitute a Material Subsidiary, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if exercise of any trust or power. The Trustee may withhold from Holders of the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured or waived except nonpayment payment of Principal (or such lesser amount) or interest or Additional Amountsprincipal of, premium, if any, or interest or Liquidated Damages) if it determines that has become due solely because of the accelerationwithholding notice is in their interest. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of principal of, premium and Liquidated Damages, if any, or interest on, the Notes. The Company shall deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company, upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect deliver to this Notethe Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Advancepcs Research LLC)
Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default includeDefault: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes Notes, (ii) default in payment when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturityNotes, upon redemption or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the notice or repurchase provisions of Sections 4.10 or 4.11 or Article 5 11 of the Indenture; , (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the its other covenants or agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Significant Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal of, or interest or premium, if any, on amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 25.0 million or more; , or (6vi) any final judgment certain events of bankruptcy or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in insolvency with respect to the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period Significant Subsidiaries. In the case of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If 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. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, Trustee may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default (except a Default or Event of Default relating to act the payment of principal or interest) if it determines that withholding notice is in their interest. Holders, either (i) through the written consent (or as otherwise in accordance with the required standard Applicable Procedures) of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee or exercising any trust power conferred on it, with respect to this Note.or
Appears in 1 contract
Sources: Indenture (Orion Power Holdings Inc)
Defaults and Remedies. Under Each of the following constitutes an Event of Default under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.08, 4.09 or 4.10 or 4.11 or Article 5 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture, the Notes and Notes, the Subsidiary Guarantees of or the Notes (with respect to any Guarantor)Collateral Documents; (5v) default 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 OI Group the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million 5,000,000 or more; (6vi) failure by the Company or any of its Significant Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 5,000,000, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) default by the Company or any Subsidiary in the performance of the Collateral Documents which adversely affects the enforceability or the validity of the Trustee's Lien in the Collateral or which adversely affects the condition or value of the Collateral in any material respect, repudiation or disaffirmation by the Company or any Subsidiary of its obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against the Company or any Subsidiary for any reason; (viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes shall will be held in any judicial proceeding to be unenforceable or invalid or shall will cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person person acting on behalf of any Subsidiary Guarantor, shall will deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueGuarantee; and (9ix) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a)the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, (b) and (c)taken together, would constitute a Significant Subsidiary. Holders may not enforce the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Indenture or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, except as provided in the Indenture. Subject to certain limitations, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (RBX Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults in the payment of failure to pay any interest on or any Additional Amounts on or with respect to note issued under the Notes indenture when the same becomes due and payable and the default continues due, continued for a period of 30 days, whether or not prohibited by the subordination provisions of the indenture; (2ii) defaults in failure to pay principal of or premium, if any, on any note issued under the payment indenture when due, whether or not prohibited by the subordination provisions of the Principal of the Notes when the same becomes due and payable at maturityindenture, upon redemption or otherwise; (3iii) failure by OI Group to perform or any of its Restricted Subsidiaries to comply with subsections 13(a), or 13(b) of Section 1.01 of the provisions of Sections 4.10 or 4.11 Supplemental Indenture or Article 5 7 of the Indenture (as superseded by Subsection 15 of Section 1.01 of the Supplemental Indenture); (4iv) failure by OI Group to perform any other covenant or warranty of the Company or any of its Restricted Subsidiaries Guarantor in the indenture or the Notes issued under the indenture, continued for 60 days after written notice to comply with any from Holders of at least 10% in principal amount of the other agreements Outstanding Notes issued under the indenture as provided in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)indenture; (5v) a default or defaults under any mortgagebonds, indenture debentures, notes or instrument other evidences of, or obligations constituting, Debt by the Company, any Guarantors or any Restricted Subsidiary or under any mortgages, indentures, instruments or agreements under which there may be issued or existing or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group Debt of the Company, the Guarantor or any Restricted Subsidiary with a principal or similar amount then outstanding, individually or in the aggregate, in excess of $50 million (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee Debt now exists, exists or is created after the Issue Date, if that default: (ahereafter created) is caused by which default or defaults constitute a failure to pay any portion of the principal ofor similar amount of such Debt when due and payable after the expiration of any applicable grace period with respect to such Debt, or interest will have resulted in such Debt becoming or premium, if any, on such Indebtedness being declared due and payable prior to the expiration of the grace period provided in such Indebtedness date on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or moreit would otherwise have become due and payable; (6vi) any the rendering of a final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in judgments, not subject to appeal, against the aggregate at any time shall be rendered against OI Group Company, the Parent Guarantor or any of its Restricted Subsidiaries and such judgment shall not have been paidin an aggregate amount in excess of $50 million that remains unstayed, discharged undischarged or stayed unbonded for a period of 60 daysdays after such rendering; and (7vii) except as permitted by the Indenturecertain events of bankruptcy, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable insolvency or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) reorganization affecting the Company, OI Group AWI or any Significant Restricted Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If any Event of Default (other than an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph type described in clause (vii) above) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to may accelerate the Company maturity of all such Notes. If an Event of Default of the type described in clause (vii) above occurs, the principal of any accrued interest on the Outstanding Notes will become immediately due an payable provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in aggregate principal amount of Outstanding Notes may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the Trusteenon-payment of accelerated principal, have been cured or waived as provided in the Indenture, . Holders may declare not enforce the unpaid Principal of and any accrued and unpaid interest on Indenture or the Notes except as provided in the Indenture. Subject to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurscertain limitations, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the outstanding Outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Supplemental Indenture (Allied Waste Industries Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and of interest on, or Additional Interest, if any, with respect to, the default continues for a period of 30 daysFixed Rate Notes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Fixed Rate Notes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes issued under the Indenture to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Fixed Rate Notes; (5iv) default 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 OI Group the Company or any Restricted Subsidiary of the Guarantors (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) the Guarantors), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that defaultdefault both: (a) (A) is caused by a failure to pay principal of, or interest or premium, if any, on of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), or (B) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final maturity; or and (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $150.0 40.0 million or moremore at any one time outstanding; (6v) failure by the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 40.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries not covered by insurance, which final judgments remain unpaid, undischarged and such judgment shall not have been paid, discharged or stayed unstayed for a period of more than 60 daysdays after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (7vi) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or (vii) the Guarantee of the Notes any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason cease to be in full force and effect or any Guarantor, be declared null and void or any Person acting on behalf Responsible Officer of any GuarantorGuarantor that is a Significant Subsidiary (or the Responsible Officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), shall deny or disaffirm its obligations as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the Notes; (8) termination of the Company, OI Group Indenture or any Significant Subsidiary of OI Group pursuant to or within the meaning release of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to such Guarantee in accordance with the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect power. The Company is required to deliver to the Notes have been cured Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 10 Business Days of any Officer becoming aware of any Default or waived except nonpayment Event of Principal (or such lesser amount) or interest or Additional AmountsDefault, if any, that has become due solely because of the acceleration. Subject to deliver to the duty of the Trustee during an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, take with respect to this Notethereto.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults a default for 30 days in the payment of interest or Liquidated Damages, if any, on the Notes (whether or any Additional Amounts on not prohibited by the subordination provisions of the Indenture); (b) a default in payment when due of principal or premium, if any, with respect to the Notes when (whether or not prohibited by the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the subordination provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture); (4c) the failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice the Company to comply with any of the its other agreements or covenants in, or provisions of, such Indenture or the Notes outstanding under such Indenture and the Default continues for the period, if applicable, and after the notice specified in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)next paragraph; (5d) a default by the Company or any Restricted Subsidiary 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 OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) Subsidiary), whether such Indebtedness or Guarantee guarantee now exists, exists or is shall be created after the Issue Datehereafter, if that default: (a1) is caused by a either (A) such default results from the failure to pay principal ofof or interest on any such Indebtedness at or after the final maturity thereof (after giving effect to any extensions thereof) and such default continues for 30 days beyond any applicable grace period, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date (B) as a result of such default (a “Payment Default”); or (b) results in the acceleration maturity of such Indebtedness has been accelerated prior to its express expressed maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, and (2) the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal or interest thereon at final maturity, or, because of the acceleration of the maturity of which has been so acceleratedthereof, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million 10,000,000; (e) a failure by the Company or any Restricted Subsidiary to pay final judgments (not covered by insurance) aggregating in any individual case excess of $5,000,000 which judgments a court of competent jurisdiction does not rescind, annul or stay within 45 days after their entry and $150.0 million the Default or an Event of Default continues for such period and after the notice specified in the aggregate at any time shall be rendered against OI Group next paragraph; (f) certain events of bankruptcy or insolvency involving the Company or any of its Restricted Subsidiaries Significant Subsidiary; and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7g) except as permitted by the Indenture, any Note Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee Note Guarantee. A Default or Event of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; Default under clause (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; this Paragraph 12 (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If other than an Event of Default arising pursuant to Section 5.01 of the Indenture which shall be an Event of Default with the notice but without the passage of time specified in this paragraph) is not an Event of Default under the Indenture until the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding notify the Company of the Default and the Company does not cure the Default within 30 days after receipt of the notice. A Default or Event of Default under clause (f) of this Paragraph 12 will result in the Notes automatically becoming due and payable without further action or notice. Upon the occurrence of an Event of Default (other than an Event or Default specified in clauses under clause (8) and (9f) of the preceding paragraph occurs and is continuingthis Paragraph 12), the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all Notes to be due and payable by notice in writing to the Company and the Trustee, Trustee as provided specified in the Indenture, may declare and, upon receipt by the unpaid Principal Company of such notice, the principal of, premium, if any, and any accrued and unpaid interest on on, and Liquidated Damages, if any, with respect to all Notes shall be due and payable immediately; or (ii) if there are any amounts outstanding under the Notes Credit Agreement, to be due and payable immediately. Upon immediately upon the first to occur of (A) an acceleration under the Credit Agreement or (B) five business days after receipt by the Company of such declaration the Principal (or notice, but only if such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the is then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notecontinuing.
Appears in 1 contract
Sources: Indenture (Jackson Products Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.10, 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after written notice to comply with any of the its other agreements in the this Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, if that default: such default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 30.0 million or moremore provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $30.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueGuarantee; and (9viii) a court certain events of competent jurisdiction enters an order bankruptcy, insolvency or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, reorganization with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount Finance Corp., any of the then outstanding Notes by notice to Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company and or any group of Restricted Subsidiaries of the TrusteeCompany that, taken together, would constitute a Significant Subsidiary of the Company as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amountSection 6.01(h) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.6.01(i)
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written 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 to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on on, such Indebtedness at final maturity thereof, the principal amount of which exceeds $10.0 million in the aggregate, prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or moremore (or its foreign currency equivalent); (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (or its foreign currency equivalent), net of any amounts covered by independent third party insurance and as to which such judgment shall insurer has not have been disputed coverage, which judgments are not paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Note Guarantee of the Notes shall be any Guarantor that is a Significant Subsidiary, or any group of Guarantors that, together, would constitute a Significant Subsidiary, 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 effect, or any GuarantorGuarantor that is a Significant Subsidiary or any group of Guarantors that, together, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantorsuch Guarantor or Guarantors, shall deny denies or disaffirm disaffirms its obligations under its Guarantee of the Notes; Note Guarantee; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (aix) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due[reserved]; and (9x) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a)the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, (b) and (c)taken together, the order or decree remains unstayed and in effect for 60 dayswould constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. If certain conditions are satisfied, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Indenture requires the Company to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with respect the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (American Woodmark Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest or Liquidated Damages on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 5.0 million (or the equivalent thereof in any individual other currency or currency unit), and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $5.0 million (or the equivalent thereof in any other currency or currency unit), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted failure by the Indenture, any Guarantee of the Notes shall be held Guarantor to perform any covenant set forth in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantorits Subsidiary Guarantee, or the repudiation by any Person acting on behalf Guarantor of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viii) certain events of bankruptcy or insolvency with respect to the Notes; (8) the Company, OI Group Company or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may, by notice to the Company and the Trusteenotice, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (American Eco Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: include (1a) defaults default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes, whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2) defaults in , whether or not such payment is prohibited by the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the subordination provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4c) failure by OI Group default in the performance of or breach of the covenants described under Section 4.03, 4.04 and 5.01 of the Indenture and such default or breach continues for a period of 30 days after the notice specified below; (d) default in the performance of, or breach of any covenant, warranty or other agreement contained in, the Indenture (other than a default in the performance or breach of its Restricted Subsidiaries a covenant, warranty or agreement that is specifically dealt with in clauses (a), (b) or (c) above) and such default or breach continues for a period of 60 days after the notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)specified below; (5e) a default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: (a1) is caused by a such default either (A) results from the failure to pay principal of, or interest or premium, if any, on any such Indebtedness prior at its stated final maturity (after giving effect to any applicable grace periods) or (B) relates to an obligation other than the expiration obligation to pay principal of the grace period provided in any such Indebtedness on the date of such default (a “Payment Default”); or (b) at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, stated maturity and (2) the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $150.0 10.0 million (or moreits foreign currency equivalent) or more at any one time outstanding; (6f) certain events of bankruptcy affecting the Company or any Significant Subsidiary as set forth in the Indenture; (g) failure by the Company or any Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 10.0 million (excluding any amounts as to which a provider of insurance has assumed responsibility in any individual case writing), which final judgments remain unpaid, undischarged and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed unstayed for a period of more than 60 days; days after the applicable judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed or (7h) except as permitted by the Indenture, any Guarantee of a Significant Subsidiary or any group of Subsidiaries that, taken together as of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceasing to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor, Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms its obligations under its Guarantee the Indenture or any Guarantee, other than by reason of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian release of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders Guarantee in accordance with the liquidation terms of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an Event of Default (other than an Event or of Default specified in clauses clause (8) f) above with respect to the Company) shall occur and (9) of the preceding paragraph occurs and is be continuing, the Trustee by notice to the Company, or the Holders holders of at least 25% in principal amount of the then outstanding Notes by notice to under the Company and the Trustee, as provided in the Indenture, Indenture may declare the unpaid Principal principal of and any accrued and unpaid interest on the such Notes to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses clause (8) or (9f) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the preceding paragraph occurs, all outstanding Notes shall ipso facto become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the each Trustee or any Holdersholder of the Notes. At any time after a declaration Holders of acceleration with respect to the Notes has been made, may not enforce the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment Indenture or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment as provided in the Indenture and under the Trust Indenture Act of Principal (or such lesser amount) or interest or Additional Amounts1939, if any, that has become due solely because of the accelerationas amended. Subject to the duty provisions of the Trustee during an Event Indenture relating to the duties of Default to act with the required standard of careTrustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request request, order or direction of any Holder of this Notethe holders of the Notes, unless such Holder shall holders have offered to the Trustee indemnity satisfactory to it against any loss, liability or expensereasonable indemnity. Subject to certain provisions, including those requiring indemnification all provisions of the TrusteeIndenture and applicable law, the Holders holders of a majority in aggregate principal amount of the then outstanding Notes issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, with respect to this Notethe Trustee.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default includeAn "EVENT OF DEFAULT" occurs if: (1i) the Company defaults in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages, if any, with respect to to, the Senior Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2ii) the Company defaults in the payment when due of principal of or premium, if any, on the Principal of the Senior Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture5.01; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries fails to comply for 30 days after notice to the Company by the Senior Note Trustee with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Note Indenture; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Note Indenture or the Senior Notes for 60 days after notice to comply with any of the other agreements in Company by the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)Senior Note Trustee; (5vi) 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (other than a Securitization Entity) (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (other than a Securitization Entity)) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Senior Note Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $150.0 20.0 million or more; (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall fails to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by insurance), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Senior Note Indenture, any Senior Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant such Guarantor's Senior Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysGuarantee. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Senior Note Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Senior Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Senior Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Senior Notes shall will become and be due and payable immediately without any declaration, act further action or notice. Holders may not enforce the Senior Note Indenture or the Senior Notes except as provided in the Senior Note Indenture. Subject to certain limitations, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Senior Notes may, under certain circumstances, rescind such acceleration and may direct the Senior Note Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because power. The Senior Note Trustee may withhold from Holders of the acceleration. Subject to the duty Senior Notes notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Senior Note Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or exercising Event of Default and its consequences under the Senior Note Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Senior Notes. The Company is required to deliver to the Senior Note Trustee annually a statement regarding compliance with the Senior Note Indenture, and the Company is required upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Senior Note Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Senior Note Indenture (Ball Corp)
Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default includeDefault: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes Notes, (ii) default in payment when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturityNotes, upon redemption or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with Subsidiaries, or the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group Guarantor or any of its Restricted Subsidiaries Subsidiaries, to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of the their other covenants or agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) , or by the Guarantor or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal of, or interest or premium, if any, on amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 100.0 million or more; , (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, to pay final judgments which are non-appealable aggregating in excess of $100.0 million (net of applicable insurance which has not have been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days; , (7vii) certain events of bankruptcy or insolvency with respect to the Company or the Guarantor or any of their Significant Subsidiaries, (viii) except as permitted by the Indenture, any the Guarantee of the Notes shall be Guarantor being held in any judicial proceeding to be unenforceable or invalid or shall cease ceasing for any reason to be in full force and effect or any is caused by the Guarantor's, or any Person's (such Person acting on behalf of any the Guarantor), shall deny denial or disaffirm disaffirmation of its obligations under its the Guarantee or (ix) except as permitted by the Indenture, any of the Notes; Pledge Documents cease to be in full force and effect (8) other than in accordance with their respective terms or the terms of the Indenture), or any of the Pledge Documents cease to give the Trustee or the Company, OI Group as the case may be, the Liens purported to be created thereby, or any Significant Subsidiary Pledge Document is declared null and void. In the case of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If 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. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company Issuers and the Trustee, as provided in the Indenture, Trustee may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect the Company is required to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Charter Communications Holdings Capital Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 days after written notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Initial Issuance Date, if that default: such default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 30.0 million or moremore provided that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (6vi) failure by the Company or any of its Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 30.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee Subsidiary Guarantee; and (viii) certain events of the Notes; (8) bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group in an involuntary case; the Company as specified in
Section 6.01 (bh) appoints a Custodian or 6.01(i) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from such events of bankruptcy, insolvency or reorganization described in clauses (8) Section 6.01(h) or (96.01(i) of the preceding paragraph occursIndenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest, premium or Additional Interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default includeDefault. Each of the following is an “Event of Default”: (1) defaults default in the any payment of interest or Additional Interest, if any, on or any Additional Amounts on or with respect to the Notes Note when the same becomes due and payable payable, and the which default continues remains uncured for a period of 30 days; (2) defaults default in the payment of the Principal principal amount of the Notes or premium, if any, on any Note issued under this Indenture when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 Company’s agreements or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries obligations contained in this Indenture for 60 days after written notice to comply with any by the Trustee on behalf of the other agreements Holders or by the Holders of 30% in the Indenture, the Notes and the Guarantees principal amount of the Notes (with respect to any Guarantor)outstanding Notes; (5) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate hereof, if that which default: (a) is caused by a failure to pay principal ofof such Indebtedness, or interest or premium, if any, on such Indebtedness prior at its stated final maturity (after giving effect to the expiration of the any applicable grace period periods) provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declarationstated final maturity (the “cross acceleration provision”); and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 75.0 million or more; failure by the Company or any Significant Subsidiary (6or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) any would constitute a Significant Subsidiary), to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in other than any individual case judgments covered by indemnities provided by, or insurance policies issued by, reputable and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries creditworthy issuers, which final judgments remain unpaid, undischarged and such judgment shall not have been paid, discharged or stayed unstayed for a period of more than 60 daysdays after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”); (7) except as permitted by the Indenture, or any Guarantee of the Notes 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 effect, other than in accordance with the terms of this Indenture or any Guarantor, a Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms its obligations under its Guarantee of the Notes, other than in accordance with the terms of this Indenture or upon release of such Guarantee in accordance with this Indenture; (8) the Company, OI Group Company or any Significant Subsidiary or any group of OI Group Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary casecase or proceeding; (b) consents to the entry of an order for relief against it in an involuntary casecase or proceeding; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; consents to or (e) admits acquiesces in writing its inability generally the institution of a bankruptcy or an insolvency proceeding against it; or takes any comparable action under any foreign laws relating to pay its debts as the same become dueinsolvency; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company or Significant Subsidiary or any group of Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, OI Group or any would constitute a Significant Subsidiary of OI Group Subsidiary, in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary or any group of OI Group or Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for all or the Company, would constitute a Significant Subsidiary, for substantially all of such entity’s its property; or (c) orders the winding up or liquidation of the Company, OI Group or any Significant Subsidiary or any group of OI GroupRestricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary; andor or any similar relief is granted under any foreign laws and the order, with respect to (a), (b) and (c), the order decree or decree relief remains unstayed and in effect for 60 consecutive days. If However, a default under clauses (3), (4) or (5) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 30% in principal amount of the outstanding Notes notify the Company of the default and, with respect to clauses (3) and (5) the Company does not cure such default within the time specified in clauses (3) or (5), as applicable, of this Section 6.1 after receipt of such notice. Acceleration. If any Event of Default (other than an Event of Default described in clause (7) or Default specified in clauses (8) and (9of Section 6.1 with respect to the Company) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, Company or the Holders of at least 2530% in principal amount of the then outstanding Notes by written notice to the Company and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the unpaid Principal of principal of, and any accrued and unpaid interest interest, if any, on all the Notes to be due and payable immediatelypayable. Upon such declaration a declaration, the Principal (or such lesser amount) principal of and interest shall accrued and unpaid interest, if any, on the Notes will be due and payable immediately If immediately. In the event of a declaration of acceleration of the Notes because of an Event of Default specified in clauses clause (8) or (94) of Section 6.1 has occurred and is continuing, the preceding paragraph occurs, all outstanding declaration of acceleration of the Notes shall become be automatically annulled and be due and payable immediately without any declaration, act or notice, or other act on the part of action by the Trustee or any the Holders. At any time , if within 30 days after a such declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.arose:
Appears in 1 contract
Sources: Indenture (CHURCHILL DOWNS Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Parent Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 4.06 and 5.01 of the Indenture; (4iv) failure by OI Group the Parent Company or any of its Restricted Subsidiaries to comply with any other agreements in the Indenture or the Notes for 60 days after notice to comply with any the Parent Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (5v) default 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 OI Group the Parent Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 35.0 million or more; (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group failure by the Parent Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $35.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Note Guarantee of the Notes a Guarantor 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueNote Guarantee; and (9viii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a)the Parent Company or any Restricted Subsidiary that is a Significant Subsidiary, (b) and (c)or any group of Restricted Subsidiaries that, the order or decree remains unstayed and in effect for 60 daystaken as a whole, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency, with respect to the Parent Company, Company, any Restricted Subsidiary constituting a Significant Subsidiary or any group of the preceding paragraph occursRestricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if exercise of any trust or power. The Trustee may withhold from Holders of the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default with respect (except a Default or Event of Default relating to the Notes have been cured payment of principal or waived except nonpayment of Principal (or such lesser amountinterest) or interest or Additional Amounts, if any, it determines that has become due solely because of the accelerationwithholding notice is in their interest. Subject to the duty of the Trustee during If an Event of Default to act occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the required standard intention of careavoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Trustee is under no obligation Notes, an equivalent premium shall also become and be immediately due and payable, to exercise any of its rights or powers under the extent permitted by law, anything in the Indenture at the request of any Holder of this Note, unless such Holder shall have offered or herein to the Trustee indemnity satisfactory to it against any loss, liability or expensecontrary notwithstanding. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Parent 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Cenveo, Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest interest, including Additional Interest, if any, on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice Company to comply with any of the then applicable provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after it receives written notice to observe or perform any other agreements then applicable covenant or other agreement in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: which default (a) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates at least $150.0 million 10,000,000, and provided, further, that if such default is cured or morewaived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $10,000,000, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted failure by the Indenture, any Guarantee of the Notes shall be held Guarantor to perform any covenant set forth in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantorits Subsidiary Guarantee, or the repudiation by any Person acting on behalf Guarantor of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee for any reason other than as provided in the NotesIndenture; and (8) viii) certain events of bankruptcy or insolvency with respect to the Company, OI Group Company or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes may, by notice to the Company and the Trusteewritten notice, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of insolvency with respect to the preceding paragraph occursCompany, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default (except a Default or Event of Default relating to act with a payment obligation on the required standard of care, the Trustee Notes) if it determines that withholding notice is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expensein their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, 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 trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events an "Event of Default include: Default" occurs if:
(1a) defaults in the payment of interest on Partners or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) Partnership defaults in the payment of the Principal Amount of the Notes or premium on any Security when the same becomes due and payable at maturityits Stated Maturity, upon redemption redemption, upon declaration or otherwise; ;
(3b) failure by OI Group the Partners or Partnership defaults in payment of any of its Restricted Subsidiaries to comply with interest (including Defaulted Interest, if any) when the provisions of Sections 4.10 same becomes due and payable, which default continues for 30 days or 4.11 or Article 5 of more;
(c) the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice Partnership and the Guarantor fail to comply with any of the other their respective agreements in the IndentureSecurity, the Notes Guarantee or this Indenture (other than those referred to in clauses (a) and (b) above) and such failure continues for at least 60 days after receipt by the Guarantees of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (Partnership or the payment Guarantor of which is guaranteed by OI Group a Notice of Default;
(d) (i) the Guarantor or any of its Restricted SubsidiariesSubsidiaries defaults in the scheduled payment of principal of any Indebtedness (after giving effect to any applicable grace period) and the aggregate principal amount of such payment defaults at such time exceeds $50,000,000, or (ii) the Guarantor or any of its Subsidiaries defaults under any Indebtedness, whether such Indebtedness or Guarantee now exists, exists or is created after the Issue Datelater, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided which default results in such Indebtedness on being accelerated or declared due and payable, and the date aggregate principal amount of all Indebtedness so accelerated or so declared due and payable, exceeds $50,000,000, and such default (acceleration or declaration has not been rescinded or annulled within a “Payment Default”); period of 10 days after receipt by the Partnership or (b) results in the acceleration Guarantor of such Indebtedness prior to its express maturitya Notice of Default from the Trustee or the Holders specified below; provided, however, that an if any such default specified in (i) or (ii) shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall not be deemed not to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; have occurred;
(6e) any final judgment or order for the payment of money in excess of $75.0 million in any individual case and $150.0 million 50,000,000, either individually or in the aggregate at (net of any time amounts to the extent that they are covered by insurance), shall be have been rendered against OI Group the Guarantor or any of its Restricted Subsidiaries and such judgment which shall not have been paidpaid or discharged, discharged or stayed for a and there shall be any period of 60 days; (7) except as permitted by consecutive days following the Indenture, any Guarantee entry of the Notes final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against the Guarantor or any of its Subsidiaries to exceed $50,000,000 during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, 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 effect;
(f) any Partner, the Partnership or any the Guarantor, or any Person acting on behalf of any Guarantoras the case may be, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or under or within the meaning of any Bankruptcy Law: :
(ai) commences a voluntary case; case or proceeding;
(bii) consents to the entry of an order for relief against it in an involuntary case; case or proceeding or the commencement of any case against it;
(ciii) consents to the appointment of a Custodian of it or for all or substantially all any substantial part of its property; ;
(div) makes a general assignment for the benefit of its creditors;
(v) files a petition in bankruptcy or answer or consent seeking reorganization or relief; or
(vi) consents to the filing of such petition or the appointment of or taking possession by a Custodian;
(e) admits in writing its inability generally to pay its debts as the same become due; and (9g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: :
(ai) is for relief against any of the CompanyPartners, OI Group the Partnership or any Significant Subsidiary of OI Group the Guarantor, as the case may be, in an involuntary case; case or proceeding, or adjudicates any of the Partners, the Partnership or the Guarantor, as the case may be, insolvent or bankrupt;
(bii) appoints a Custodian of any of the CompanyPartners, OI Group the Partnership or any Significant Subsidiary of OI Group the Guarantor, as the case may be, or for all or substantially all any substantial part of such entity’s its property; or or
(ciii) orders the winding up or liquidation of any of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c)Partners, the Partnership or the Guarantor, as the case may be; and such order or decree remains unstayed and in effect for 60 days;
(h) the Guarantor repudiates its obligations under the Guarantee or the Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect; or
(i) a Partner (or any future partner of the Partnership) repudiates any of its obligations under Article 13 of the Indenture. If As set forth in the Indenture, a Default under clause (c) or (d)(ii) above is not an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, until the Trustee by notice to notifies the CompanyPartnership and the Guarantor, or the Holders of at least 25% in principal amount aggregate Principal Amount of the then Securities at the time outstanding Notes notify the Partnership, the Guarantor and the Trustee, of the Default and the Partnership and the Guarantor do not cure such Default (and such Default is not waived) within the time specified in clause (c) or (d)(ii) above after actual receipt of such notice. Any 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 (other than an Event of Default specified in Section 6.01 (f) or (g) in respect of the Partners, the Partnership and the Guarantor) occurs and is continuing, the Trustee by written Notice to the Partners and the Guarantor, or the Holders of at least 25% in aggregate Principal Amount of the Securities at the time outstanding by notice to the Company Partner, the Guarantor and the Trustee, as provided in the Indenture, may declare the Principal Amount of the Securities and any accrued and unpaid interest including Additional Amounts through the date of declaration on all the Securities to be immediately due and payable. Upon such a declaration, such Principal Amount and such accrued and unpaid interest including Additional Amounts shall be due and payable immediately. If an Event of Default specified in Section 6.01(f) or (g) occurs in respect of any of the Partners, the Partnership and the Guarantor and is continuing, the Principal Amount of the Securities and any accrued and unpaid interest on all the Notes to be Securities (including Defaulted Interest, if any) and premium, if any, shall become immediately due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the The Holders of a majority in principal amount aggregate Principal Amount of the then outstanding Notes maySecurities at the time outstanding, under certain circumstances, by notice to the Trustee (and without notice to any other Holder) may rescind such an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment waived, other than the non-payment of the Principal (or such lesser amount) or Amount of the Securities and any accrued and unpaid interest or Additional Amounts, if any, that has have become due solely because as a result of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and if all amounts due to the Trustee under Section 7.07 of the Indenture have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Holders 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 against any loss, liability or expenseit. Subject to certain provisionslimitations, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding Notes have the right to may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of amounts specified in this Noteclause 13(a) or 13(b) above) if it determines that withholding notice is in their interests.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults default in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages, if any, with respect to to, the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2b) defaults default in the payment when due of principal of, or premium, if any, on, the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3c) failure by OI Group the Company to comply with any of the provisions of Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Sections Section 3.10, 4.10 or 4.11 or Article 5 4.15 of the Indenture; (4e) failure by OI Group the Company or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture or the Notes for 60 days after written notice to comply with any the Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (5f) 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (ai) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $150.0 million 15,000,000 or more, and such default shall not have been cured or waived or any such acceleration rescinded within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (6g) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries Subsidiaries, and such judgment shall not have been paidor judgments remain unpaid, discharged unstayed or stayed undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such unpaid or undischarged judgments exceeds $15,000,000 (excluding amounts covered by insurance); (7h) except as permitted by the Indenture, any Guarantee certain events of the Notes shall be held in any judicial proceeding to be unenforceable bankruptcy or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration insolvency with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment Company or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights Subsidiaries that, when taken together, would constitute a Significant Subsidiary or powers under the Indenture at the request any of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.its Significant Subsidiaries; or
Appears in 1 contract
Sources: Indenture (Victory Finance Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in payment when due of principal of or premium, if any, on the payment of the Principal of the Notes when the same becomes due and payable Notes, whether at maturity, upon redemption redemption, by declaration or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Guarantor for 60 days after written notice by the Trustee or the Holders of 25% of the then outstanding principal amount of the Notes to comply with any of the other agreements covenant, representation, warranty or other agreement in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5iv) default 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 OI Group the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (aA) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 15.0 million or more; (6v) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall Subsidiaries, which judgments are not have been paid, discharged or stayed for a period of 60 days; provided that the aggregate of all such unpaid, undischarged and unstayed judgments exceeds $15.0 million; (7vi) except as permitted by the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueGuarantee; and (9vii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a)the Company or any Subsidiary of the Company that is a Significant Subsidiary, (b) and (c)or any group of Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary. In the order or decree remains unstayed and in effect for 60 days. If 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. If any other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Holders may not enforce the Principal (Indenture or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes. In the case of any trust power conferred Event of Default occurring by reason of any willful action or inaction taken or not taken by or on itbehalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with respect the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Hughes Supply Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the Company or any Additional Amounts on Restricted Subsidiaries of the Company to comply with Sections 3.09, 4.07, 4.09, 4.10, 4.14 or with respect 5.01 of the Indenture; (iv) failure by the Company or any Guarantor for 60 days in the performance of any other covenant, warranty or agreement in the Indenture or the Notes after written notice shall have been given to the Notes when Company by the same becomes due and payable Trustee or to the Company and the default continues for a period Trustee from Holders of 30 days; (2) defaults at least 25% in the payment of the Principal principal amount of the Notes when the same becomes due and payable at maturity, upon redemption or otherwisethen outstanding; (3v) failure by OI Group default under (a) Non- Recourse Indebtedness of the Company or any of its Restricted Subsidiaries to comply with the provisions an aggregate principal amount in excess of Sections 4.10 or 4.11 or Article 5 10% of the Indenture; (4) failure by OI Group or any aggregate assets of the Company and its Restricted Subsidiaries for 60 days after notice to comply with any measured as of the other agreements in the Indenture, the Notes and the Guarantees end of the Notes Company's most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such default occurred, determined on a pro forma basis, or (with respect to b) any Guarantor); (5) default under any other 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue DateIssuance Date and, if that in each case, the principal amount of which, together with the principal amount of any other such Indebtedness under which there has been a Payment Default (as defined below) or the maturity of which has been so accelerated, aggregates $10.0 million or more, which default: , in either case, (ax) is caused by a failure to pay when due principal of, or interest of or premium, 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”); ") or (by) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event maturity or shall constitute a default in the payment of Default shall not be deemed to occur with respect to any such accelerated issue of Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the at final maturity of which has been so accelerated, aggregates $150.0 million or moresuch issue; (6vi) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such to pay final judgments rendered against them (other than judgment shall liens without recourse to any assets or property of the Company or any of its Restricted Subsidiaries other than assets or property securing Non- Recourse Indebtedness) aggregating in excess of $10.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days90 days (other than any judgments as to which a reputable insurance company has accepted full liability); (7vii) breach by the Company of any material representation or warranty set forth in any of the Collateral Documents, or default by the Company for 30 days in the performance of any covenant set forth in the Collateral Documents after written notice shall have been given to the Company by the Trustee or to the Company and the Trustee from Holders of at least 25% in principal amount of the Notes then outstanding, or the repudiation by the Company of its obligations under, or the unenforceability of any of the Collateral Documents for any reason that would materially impair the benefits to the Trustee or the Holders of the Notes thereunder; (viii) except as permitted by the Indenture, any Subsidiary Guarantee of with respect to the Notes 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 any GuarantorGuarantor (or its successors or assigns), or any Person acting on behalf of any Guarantorsuch Guarantor (or its successors or assigns), shall deny or disaffirm its obligations Obligations or shall fail to comply with any Obligations under its Guarantee Subsidiary Guarantee; and (ix) certain events of the Notes; (8) bankruptcy or insolvency with respect to the Company, OI Group any Guarantor or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group 's Subsidiaries that would constitute a Significant Subsidiary or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation group of the Company's Subsidiaries that, OI Group or any taken together, would constitute a Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSubsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising A-4 79 from certain events of bankruptcy or (9) insolvency, with respect to the Company, any of the preceding paragraph occursits Subsidiaries that would constitute a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary or any Guarantor, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under Under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting may rescind any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, acceleration with respect to this Notethe Notes and its consequences. 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. The Company must furnish an annual compliance certificate to the Trustee.
Appears in 1 contract
Sources: Indenture (Prime Hospitality Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults default in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages, if any, with respect to to, the Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2b) defaults default in the payment when due of principal of, or premium, if any, on, the Principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3c) failure by OI Group the Company to comply with any of the provisions of Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Sections 4.10 or 4.11 or Article 5 Section 4.15 of the Indenture; (4e) failure by OI Group the Company or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture or the Notes for 60 days after written notice to comply with any the Company by the Trustee or the Holders of the other agreements at least 25% in the Indenture, the Notes and the Guarantees aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (5f) 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: which default (ai) is caused by a failure to pay principal of, or interest of or premium, 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”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal A2-7 amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $150.0 million 15,000,000 or more, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (6g) any a final judgment or order final judgments for the payment of money in excess are entered by a court or courts of $75.0 million in any individual case and $150.0 million in competent jurisdiction against the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries Subsidiaries, and such judgment shall not have been paidor judgments remain unpaid, discharged unstayed or stayed undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such unpaid or undischarged judgments exceeds $15,000,000 (excluding amounts covered by insurance); (7h) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted by in the Indenture, any Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Notes; (8) Indenture or the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all release of such entity’s property; or (c) orders Subsidiary Guarantee in accordance with the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (aIndenture), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Tesoro Alaska Co)
Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture, Events : An “Event of Default include: Default” occurs if or upon:
(1) defaults default in the any payment of interest or Additional Amounts, if any, on or any Additional Amounts on or with respect to Note issued under the Notes Indenture when the same becomes due and payable and the default continues payable, continued for a period of 30 days; ;
(2) defaults default in the payment of the Principal principal amount of or premium, if any, on any Note issued under the Notes Indenture when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; ;
(3) failure to comply for 30 days after written notice by OI Group the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Issuers’ obligations under Article 4 and 5 of the Indenture (in each case, other than a failure to purchase Notes which will constitute an Event of Default under Section 6.01(a)(2) of the Indenture; );
(4) failure by OI Group or any of its Restricted Subsidiaries to comply for 60 days after written notice to comply with any by the Trustee on behalf of the Holders or by the Holders of 30% in aggregate principal amount of the outstanding Notes with the Issuers’ other agreements contained in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); ;
(5) default 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 OI Group either Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by OI Group either Issuer or any of its Restricted Subsidiaries) other than Indebtedness owed to either Issuer or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate hereof, if that which default: :
(a) is caused by a failure to pay principal of, or interest or premium, if any, at stated maturity on such Indebtedness prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”)Indebtedness; or or
(b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the aggregate principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $150.0 €100.0 million or more; ;
(6) either Issuer or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute a Significant Subsidiary institutes or consents to the institution of any final judgment proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for payment relief is entered in any such proceeding;
(7) failure by the Issuers or any Significant Subsidiary or group of money Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $75.0 €100.0 million in (exclusive of any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall amounts that a solvent insurance company has acknowledged liability for), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after the judgment becomes final; or
(7) except as permitted by the Indenture, 8) any Guarantee of the Notes 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 effect, other than in accordance with the terms of the Indenture or any Guarantor, a Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms in writing its obligations under its Guarantee Guarantee, other than in accordance with the terms thereof or upon release of the Notes; (8) Guarantee in accordance with the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Indenture.
(b) consents to A default under Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) and 6.01(a)(7) of the entry Indenture will not constitute an Event of an order for relief against it Default until the Trustee or the Holders of 30% in an involuntary case; aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) or 6.01(a)(7) of the Indenture, as applicable, after receipt of such notice.
(c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event or of Default specified described in clauses clause (8) and (96) of the preceding paragraph above) occurs and is continuing, the Trustee by notice to the Company, either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes under the Indenture by written notice to the Company either Issuer and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest interest, including Additional Amounts, if any, on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of insolvency, the preceding paragraph occursprincipal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all outstanding the Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the include: (i) default continues for a period of 30 days; (2) defaults days in the payment when due of interest on the Notes; (ii) default in payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 4.07, 4.09, 4.10, 4.15 or 4.11 or Article 5 5.01 of the First Supplemental Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries a Guarantor for 60 days (or 180 days in the case of Reporting Failure) after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5v) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or more; provided, that if any such default is cured or waived or any such acceleration is rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded; (6vi) failure by the Company or any of its Significant Subsidiaries to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 50.0 million, which judgments are not have been paid, discharged or stayed (including a stay pending appeal) for a period of 60 daysdays after the date of such final judgment (or, if later, the date when payment is due pursuant to such judgment); (7vii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Subsidiary Guarantee (other than by reason of release of a Guarantor from its Subsidiary Guarantee in accordance with the terms of the NotesIndenture); and (8) viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary of OI Group as specified in an involuntary case; (bSection 501(8) appoints a Custodian or 501(9) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in clauses (8) Section 501(8) or (9501(9) of the preceding paragraph occursOriginal Indenture (as amended by Section 6.01 of the First Supplemental Indenture), all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if exercise of any trust or power conferred on it. The Trustee may withhold from Holders of the rescission would not conflict with Notes notice of any judgment continuing Default or decree and if all existing Events Event of Default with respect to the Notes have been cured (except a Default or waived except nonpayment Event of Principal (or such lesser amount) or interest or Additional AmountsDefault relating to the payment of principal, premium, if any, or interest) if it determines that has become due solely because of the accelerationwithholding notice is in their interest. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any past Default or exercising any trust power conferred on it, Event of Default with respect to this Notethe Notes and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, 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, so long as any Notes are outstanding, the Company is required upon becoming aware of any Default or Event of Default with respect to the Notes, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: First Supplemental Indenture (Whiting Petroleum Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on on, or any Additional Amounts on or Interest, if any, with respect to to, the Notes when the same becomes due and payable and the default continues for a period of 30 daysFloating Rate Notes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Floating Rate Notes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries Guarantor for 60 days after receipt of written notice given by the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes issued under the Indenture to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Floating Rate Notes; (5iv) default 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 OI Group the Company or any Restricted Subsidiary of the Guarantors (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) the Guarantors), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that defaultdefault both: (a) (A) is caused by a failure to pay principal of, or interest or premium, if any, on of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), or (B) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final maturity; or and (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $150.0 40.0 million or moremore at any one time outstanding; (6v) failure by the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 40.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries not covered by insurance, which final judgments remain unpaid, undischarged and such judgment shall not have been paid, discharged or stayed unstayed for a period of more than 60 daysdays after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (7vi) except as permitted by certain events of bankruptcy or insolvency with respect to the Indenture, Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or (vii) the Guarantee of the Notes any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason cease to be in full force and effect or any Guarantor, be declared null and void or any Person acting on behalf Responsible Officer of any GuarantorGuarantor that is a Significant Subsidiary (or the Responsible Officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), shall deny or disaffirm its obligations as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the Notes; (8) termination of the Company, OI Group Indenture or any Significant Subsidiary of OI Group pursuant to or within the meaning release of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to such Guarantee in accordance with the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysIndenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect power. The Company is required to deliver to the Notes have been cured Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 10 Business Days of any Officer becoming aware of any Default or waived except nonpayment Event of Principal (or such lesser amount) or interest or Additional AmountsDefault, if any, that has become due solely because of the acceleration. Subject to deliver to the duty of the Trustee during an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, take with respect to this Notethereto.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default includeinclude in summary form: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment when due of the Principal principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply (for 30 days in the case of a failure to comply that is capable of cure) with the provisions of Sections 4.10 4.06, 4.07 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice the Company to comply with any of the its other agreements in the Indenture, Indenture for 60 days (or 180 days in the Notes case of a Reporting Failure) after notice to the Issuers by the Trustee or to the Issuers and the Guarantees Trustee by Holders of at least 25% in aggregate principal amount of the Notes (with respect to any Guarantor)then outstanding; (5v) default 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 OI Group the Company or any Restricted Subsidiary of the Company (or the payment of which is guaranteed by OI Group an Issuer or any Restricted Subsidiary of its Restricted Subsidiaries) the Company), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay principal of, or interest of or premium, 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”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 20.0 million or more; provided, that so long as the outstanding Notes have not been accelerated, if within a period of 60 days from the continuation of such default under such other Indebtedness beyond the applicable grace period or the occurrence of such acceleration of such other Indebtedness, as the case may be, any such default is cured or waived or any such acceleration rescinded, or such other Indebtedness is repaid (6) other than as a result of any final such acceleration), such Event of Default shall be automatically rescinded, so long as such rescission does not conflict with any judgment or order for payment decree; (vi) the failure by the Company or any Restricted Subsidiary of money the Company to pay final judgments by courts of competent jurisdiction aggregating in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall 20.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7vii) except as permitted by the Indenture, any Guarantee of the Notes a Subsidiary Guarantor 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 any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueGuarantee; and (9viii) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, insolvency with respect to (a), (b) and (c)an Issuer, the order General Partner or decree remains unstayed and in effect for 60 daysany Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to may or at the Company, or request of the Holders of at least 25% in aggregate principal amount of the then then-outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may shall declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of insolvency, with respect to an Issuer or the preceding paragraph occursGeneral Partner, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then then-outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest or Liquidated Damages) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal or premium, if any, of the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Issuers are required upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Second Supplemental Indenture (Penn Virginia Resource Partners L P)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal (including PIK interest) of, or premium, if any, on the Notes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after 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 the outstanding Notes to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5iv) default under any mortgage, indenture indenture, or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay at final stated maturity (giving effect to any extension thereof) the principal of, or interest or premium, if any, on such amount of any Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 25.0 million or more; (6v) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of $25.0 million, which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after such judgments become final and non-appealable; (7vi) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes (other than a Subsidiary Guarantee issued by a Guarantor that is not 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee of the Notes(other than a Subsidiary Guarantee issued by a Guarantor that is not a Significant Subsidiary); (8) vii) certain events of bankruptcy or insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a)the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, (b) taken as a whole, would constitute a Significant Subsidiary and (c), the order or decree remains unstayed and in effect for 60 days. If an viii) any Event of Default other than an under the Old Notes Indenture. If any Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default (except a Default or Event of Default relating to act with the required standard payment of careprincipal of, the Trustee is under no obligation to exercise premium and interest on, any Note) so long as a committee of its rights or powers under Responsible Officers in good faith determines that withholding the Indenture at notice is in the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification interests of the Trustee, the Holders of Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Apparel Holding Corp.)
Defaults and Remedies. Under the Indenture, Events of Default include: (1) defaults in the payment of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by OI Group or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 4.08 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture to comply with any of the other agreements (other than those specified in clause (3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5) default 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 OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, and (i) in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or moremore and (ii) OI Group has received notice specifying the default from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture and does not cure the default within 30 days; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 daysdays after its entry; (7) except as permitted by the Indenture, any Guarantee of the Notes by OI Group or any Guarantor that is 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 OI Group or any GuarantorGuarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; , and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice in writing to the Company and the Trustee, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice of acceleration” as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately immediately. If an Event of Default specified in clauses clause (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, notice or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on itTrustee, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Owens-Illinois Group Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2ii) defaults default in the payment of the Principal of the Notes when the same becomes due and payable (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Indenture; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after written 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 to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on on, such Indebtedness at final maturity thereof, the principal amount of which exceeds $10.0 million in the aggregate, prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 50.0 million or moremore (or its foreign currency equivalent); (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million (or its foreign currency equivalent), which judgments are not have been paid, discharged or stayed for a period of 60 consecutive days; notwithstanding the foregoing, a judgment rendered by a tribunal or assembly that ignores recognized standards of law or justice (7as determined in good faith by the Board of Directors or senior management of the Company) shall not give rise to an Event of Default so long as it could not be reasonably likely to have a material adverse effect on (i) the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company and its Restricted Subsidiaries, taken as a whole, or (ii) the ability of the Company to services the Notes; (viii) except as permitted by the Indenture, any Note Guarantee of the Notes shall be a Significant Subsidiary 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Guarantee Note Guarantee; (ix) the failure by the Company to pay or cause to be paid the Special Mandatory Redemption on the Special Mandatory Redemption Date, if any, as described in Section 3.10 of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become dueIndenture; and (9x) a court certain events of competent jurisdiction enters an order bankruptcy or decree under any Bankruptcy Law that: (a) is for relief against insolvency described in the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, Indenture with respect to (a)the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, (b) and (c)taken together, the order or decree remains unstayed and in effect for 60 dayswould constitute a Significant Subsidiary. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. If certain conditions are satisfied, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Indenture requires the Company to deliver to the Trustee annually within 90 days after the end of each fiscal year a statement regarding compliance with respect the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Itron Inc /Wa/)
Defaults and Remedies. Under the Indenture, Events of Default includeAn "EVENT OF DEFAULT" occurs if: (1i) the Company defaults in the payment when due of interest on on, or any Additional Amounts on or Liquidated Damages, if any, with respect to to, the Senior Notes when the same becomes due and payable and the such default continues for a period of 30 days; (2ii) the Company defaults in the payment when due of principal of or premium, if any, on the Principal of the Senior Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (3iii) failure by OI Group the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture5.01; (4iv) failure by OI Group the Company or any of its Restricted Subsidiaries fails to comply for 30 days after notice to the Company by the Senior Note Trustee with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Note Indenture; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Note Indenture or the Senior Notes for 60 days after notice to comply with any of the other agreements in Company by the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor)Senior Note Trustee; (5vi) 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (other than a Securitization Entity) (or the payment of which is guaranteed by OI Group the Company or any of its Restricted SubsidiariesSubsidiaries (other than a Securitization Entity)) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Senior Note ▇▇▇▇▇▇▇▇▇, if that default: which default (a) is caused by a failure to pay principal of, or interest of or premium, 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”); "PAYMENT DEFAULT") or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $150.0 20.0 million or more; (6vii) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall fails to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by insurance), which judgments are not have been paid, discharged or stayed for a period of 60 days; (7viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant Subsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Senior Note Indenture, any Senior Subsidiary Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant such Guarantor's Senior Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysGuarantee. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Senior Note Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Senior Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Senior Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Senior Notes shall will become and be due and payable immediately without any declaration, act further action or notice. Holders may not enforce the Senior Note Indenture or the Senior Notes except as provided in the Senior Note Indenture. Subject to certain limitations, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Senior Notes may, under certain circumstances, rescind such acceleration and may direct the Senior Note Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because power. The Senior Note Trustee may withhold from Holders of the acceleration. Subject to the duty Senior Notes notice of the Trustee during an any continuing Default or Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal or interest) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Senior Note Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or exercising Event of Default and its consequences under the Senior Note Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Senior Notes. The Company is required to deliver to the Senior Note Trustee annually a statement regarding compliance with the Senior Note Indenture, and the Company is required upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Senior Note Trustee a statement specifying such Default or Event of Default.
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Sources: Senior Note Indenture (Ball Corp)
Defaults and Remedies. Under (a) Each of the following is an “Event of Default” under the Indenture, Events of Default include: :
(1) defaults default in the any payment of interest on or any Additional Amounts on or with respect to the Notes Note when the same becomes due and payable and the default continues payable, continued for a period of 30 days; ;
(2) defaults default in the payment of the Principal principal amount of the Notes or premium, if any, on any Note when the same becomes due and payable at maturityits Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; ;
(3) failure by OI Group the Issuers or any of its Restricted Subsidiaries Guarantor to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after written notice to comply by the Trustee on behalf of the Holders or by the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any of the other agreements agreement or obligation contained in the IndentureIndenture (in each case, other than those set out in clauses (1) or (2) of this paragraph 13(a));
(4) the Notes and the Guarantees occurrence of the Notes (with respect to any Guarantor); (5) default 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 which is Incurred or Guaranteed by OI Group the Company or any Significant Subsidiary, other than Indebtedness owed to the Company or a Restricted Subsidiary (or the payment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now existsSubsidiary, or is created after the Issue Date, if that default: which:
(a) is caused by a failure to pay principal ofof such Indebtedness, or interest or premium, if any, on such Indebtedness prior at its stated final maturity (after giving effect to the expiration of the any applicable grace period periods) provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”); or or
(b) results in the acceleration of such Indebtedness prior to its express maturity; providedstated final maturity (the “cross acceleration provision”), that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual each case, the aggregate principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity of which has been so accelerated, aggregates is in excess of the greater of (x) $150.0 165.0 million or more; and (6y) 30.0% of LTM EBITDA;
(5) any final judgment of the following occurs:
(a) a decree or order for payment relief in respect of money either Issuer, the Company or a Significant Subsidiary in excess an involuntary case or proceeding under any applicable Bankruptcy Law is sanctioned by a court of $75.0 million competent jurisdiction and becomes unconditional;
(b) a decree or order under any applicable Bankruptcy Law is sanctioned by a court of competent jurisdiction and becomes unconditional:
(i) adjudging that either Issuer, the Company or a Significant Subsidiary is bankrupt or insolvent;
(ii) other than on a solvent basis, seeking reorganization, arrangement, adjustment, proposal or composition of or in respect of any individual case Issuer, the Company or that Significant Subsidiary;
(iii) other than on a solvent basis, appointing a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, assignee, trustee, sequestrator (or other similar official) for any substantial part of their respective properties; or
(iv) other than on a solvent basis, ordering the winding up, dissolution or liquidation of the affairs of either Issuer, the Company or a Significant Subsidiary, and $150.0 million any such decree, order or appointment continues to be in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries effect and such judgment shall not have been paid, discharged or stayed unstayed for a period of 60 consecutive days; or
(c) either Issuer, the Company or a Significant Subsidiary:
(i) consents to the filing of a petition, application, answer, proposal or consent seeking reorganization or relief under any applicable Bankruptcy Law;
(ii) consents to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under any applicable Bankruptcy Law;
(iii) consent to the commencement of any bankruptcy or insolvency in respect thereof under any applicable Bankruptcy Law;
(iv) other than on a solvent basis, consents to the appointment of, or taking possession by, a custodian, receiver, (provisional, interim or permanent) or manager, liquidator, administrator, examiner, supervisor, assignee, trustee, sequestrator or similar official for any substantial part of their respective properties;
(v) other than on a solvent basis, makes an assignment or proposal for the benefit of its creditors generally; or
(vi) admits it is insolvent or admits in writing its inability to pay its debts generally as they become due or commits an “act of bankruptcy” under any applicable Bankruptcy Law, which, in each case, is sanctioned by a court and becomes unconditional;
(6) failure by the Company, the Issuers or a Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $170.0 million and (y) 15.0% of LTM EBITDA, other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days (after receipt of notice as described in clause (b) below) after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “judgment default provision”);
(7) the Escrow Charge shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the Escrow Agreement, the Escrow Charge and the Indenture) for any reason other than the satisfaction in full of all obligations under the Indenture or the release of any such security interest in accordance with the terms of the Indenture or the Escrow Charge or any such security interest created thereunder shall be declared invalid or unenforceable or the Company or any Restricted Subsidiary shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 30 days;
(8) except as permitted by under the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement (including with respect to any limitations), any Notes Guarantee of the Notes shall be one or more Guarantors that together constitute a Significant Subsidiary (a “Significant Guarantor”) 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 effect, or any Guarantor, is denied or disaffirmed by such Significant Guarantor or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations it; and
(9) failure by the Issuers to consummate a Special Mandatory Redemption on the Special Mandatory Redemption Date as required under its Guarantee Section 3.08 of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Indenture.
(b) consents to the entry of an order for relief against it in an involuntary case; However, a Default under clauses (c4) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e6) admits of paragraph 13(a) will not constitute an Event of Default until the Trustee or the Holders of at least 30% in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian aggregate principal amount of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders outstanding Notes notify the liquidation Issuers of the Company, OI Group or any Significant Subsidiary of OI Group; Default and, with respect to clauses (a), (b4) and (c6) of paragraph 13(a), the order or decree remains unstayed and in effect for Company does not cure such Default within 60 days. days after receipt of such notice.
(c) If an Event of Default (other than an Event or of Default specified described in clauses clause (8) and (95) of the preceding paragraph 13(a)) occurs and is continuing, the Trustee by written notice to the Company, Company or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes by written notice to the Company Issuers and the TrusteeTrustee may, as provided in and the IndentureTrustee (subject to certain conditions) at the request of such Holders shall, may declare the unpaid Principal principal of and any accrued and unpaid interest interest, if any, on all the Notes to be due and payable immediatelypayable. Upon such declaration the Principal (or a declaration, such lesser amount) principal and interest shall accrued and unpaid interest, if any, will be due and payable immediately immediately. In the event of a declaration of acceleration of the Notes because an Event of Default described in Section clause of (4) of paragraph 13(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to clause (4) of paragraph 13(a) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction.
(d) If an Event of Default specified described in clauses clause (8) or (95) of paragraph 13(a) with respect to the preceding paragraph occursIssuers occurs and is continuing, the principal of and accrued and unpaid interest, if any, on all outstanding the Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect .
(e) Holders may not enforce the Indenture or the Notes except as provided in the Indenture and subject to the Notes has been made, Intercreditor Agreement and any Additional Intercreditor Agreement.
(f) Except as otherwise set forth in the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the TrusteeIndenture, the Holders of a majority in principal amount of the outstanding Notes have are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. In the event an Event of Default has occurred and is continuing, of which a Responsible Officer of the Trustee has received written notice, the Trustee will be required in the exercise of its powers to use the degree of care that a prudent person would use in the conduct of its own affairs. The Trustee, however, may refuse to follow any direction that conflicts with respect law or the Indenture or that the Trustee determines is unduly prejudicial to this Notethe rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification and/or security satisfactory to the Trustee in its sole discretion against all fees, losses, liabilities and expenses caused by taking or not taking such action.
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Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 or 4.11 or Article 5 Section 5.01 of the Twenty-Second Supplemental Indenture; (4iv) failure by OI Group or any the Company for 180 days after notice to comply with Section 4.03 of its Restricted Subsidiaries the Twenty-Second Supplemental Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Twenty-Second Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Twenty-Second Supplemental Indenture), the Notes and Base Indenture (as it relates to the Guarantees of Notes) or the Notes (with respect to any Guarantor)Notes; (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in 20.0 million, provided, however, that if any individual such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 9.05 of the NotesTwenty-Second Supplemental Indenture); and (8) ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of OI Group the Company as specified in an involuntary case; (bSection 6.01(a)(ix) appoints a Custodian or 6.01(a)(x) of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysTwenty-Second Supplemental Indenture. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from such events of bankruptcy, insolvency or reorganization described in clauses (8) Section 6.01(a)(ix) or (96.01(a)(x) of the preceding paragraph occursTwenty-Second Supplemental Indenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice. Holders may not enforce the Twenty-Second Supplemental Indenture, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect Base Indenture (as it relates to the Notes) or the Notes has been madeexcept as provided in the Twenty-Second Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest or premium) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Twenty-Second Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Twenty-Second Supplemental Indenture and the Base Indenture (as it relates to the Notes), and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under The following events constitute "Events of Default" under the Indenture, Events of Default include: (1a) defaults default in the payment of interest on principal of (or premium, if any, on) any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (3b) failure by OI Group default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) the Company, GST USA or GST defaults in the performance of or breaches any of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 other covenant or 4.11 or Article 5 agreement of the IndentureCompany, GST USA or GST in the Indenture or under the Notes, the Note Guarantee, the Fee Notes or the Intercompany Notes and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (4d) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes and the Guarantees of the Notes (there occurs with respect to any Guarantor); (5) default under any mortgage, indenture issue or instrument under which there may be issued or by which there may be secured or evidenced any issues of Indebtedness for money borrowed by OI Group of GST or any Restricted Significant Subsidiary (having an outstanding principal amount of $5,000,000 or more in the payment aggregate for all such issues of which is guaranteed by OI Group or any of its Restricted Subsidiaries) all such Persons, whether such Indebtedness now exists or Guarantee now existsshall hereafter be created, or is created after (I) an event of default that has caused the Issue Date, if that default: (a) is caused by a failure holder thereof to pay principal of, or interest or premium, if any, on declare such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness be due and payable prior to its express maturity; provided, that an Event Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of Default 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 be deemed to occur with respect to any have been made, waived or extended within 30 days of such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in any individual case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or morepayment default; (6e) any final judgment or order (not covered by insurance) for the payment of money in excess of $75.0 million in any individual case and $150.0 million 5,000,000 in the aggregate at for all such final judgments or orders against all such Persons (treating any time deductibles, self-insurance or retention as not so covered) shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) except as permitted by the Indenture, any Guarantee of the 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 any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group GST USA, GST or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of OI Group pursuant 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 $5,000,000 during which a stay of enforcement of such final judgment or within the meaning order, by reason of any Bankruptcy Law: (a) commences a voluntary casepending appeal or otherwise, shall not be in effect; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9f) a court of competent having jurisdiction in the premises enters an a decree or order or decree under any Bankruptcy Law that: for (aA) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian respect of the Company, OI Group or any Significant Subsidiary of OI Group or GST USA, GST or
(i) GST USA shall not have become a direct obligor on the Notes (other than Notes to be redeemed as described under "Mandatory Redemption" for all or substantially all of such entity’s property; or (cwhich the Company shall have deposited the redemption price) orders the liquidation and GST shall not have become a guarantor of the CompanyNotes by May 1, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days2003. If an Event of Default (other than an Event or of Default specified in clauses clause (8) and f) or (9g) of the preceding paragraph above that occurs and is continuing, the Trustee by notice with respect to the Company, GST USA, or GST or clause (h)) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the TrusteeTrustee at the request of such Holders shall, declare the Accreted Value of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Company, GST USA or GST occurs and is continuing, the Accreted Value of, premium, if any, and accrued interest on 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, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of at least a majority in principal amount of the Notes then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to in its exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability trust or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Notepower.
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Defaults and Remedies. Under the Indenture, Events of Default include: (1a) defaults default for 30 days in the payment when due of interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 daysNotes; (2b) defaults default in the payment when due of the Principal principal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwiseNotes; (3c) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 or 4.11 or 4.7 through 4.12 and Article 5 V of the Indenture; (4d) failure by OI Group or any of its Restricted Subsidiaries the Company for 60 30 days after notice to comply with any of the covenant, representation or warranty or other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5e) default 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 OI Group the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: which default (ai) is caused by a failure to pay principal of, of or premium or interest or premium, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates [$150.0 10.0] million or more; (6f) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in failure by the aggregate at any time shall be rendered against OI Group Company or any of its Restricted Subsidiaries and such judgment shall to pay final judgments aggregating in excess of [$10.0] million, which judgments are not have been paid, discharged or stayed for a period of 60 days; (7g) except as permitted failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such case, such Guarantor and its Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; (h) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (i) the Subsidiary Guarantees provided by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall Guarantors that would constitute a Significant Subsidiary cease for any reason to be in full force and effect of such Guarantors deny or disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Security Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the Collateral or (B) the Security Agreement shall be terminated or cease to be in full force and effect if, in either case, such default continues for 30 days after notice or the enforceability thereof shall be contested by the Company or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the 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; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) of the preceding paragraph occursinsolvency, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of may direct the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to in its exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability trust or expensepower. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest 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 upon becoming aware of any trust power conferred on itDefault or Event of Default, with respect to this Notedeliver to the Trustee a statement specifying such Default or Event of Default.
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Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture, Events : An “Event of Default include: Default” occurs if or upon:
(1) defaults default in the any payment of interest or Additional Amounts, if any, on or any Additional Amounts on or with respect to Note issued under the Notes Indenture when the same becomes due and payable and the payable, if that default continues for a period of 30 days; , or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due;
(2) defaults default in the payment of the Principal principal amount of or premium, if any, on any Note issued under the Notes Indenture when the same becomes due and payable at maturity, its Stated Maturity or upon optional redemption or otherwise; otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(3) failure by OI Group or any of its Restricted Subsidiaries to comply with for 90 days after written notice by the provisions of Sections 4.10 or 4.11 or Article 5 Trustee on behalf of the Indenture; (4) failure Holders or by OI Group or any the Holders of its Restricted Subsidiaries for 60 days after notice to comply 30% in aggregate principal amount of the outstanding Notes with any of the Issuers’ or Guarantors’ obligations under Article 4 or 5 of the Indenture (in each case, other agreements in than an Event of Default under Section 6.01 (a)(1) or 6.01(a)(2) of the Indenture, the Notes and the Guarantees of the Notes );
(with respect to any Guarantor); (54) default 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 OI Group either Issuer or any Restricted a Significant Subsidiary (or the payment of which is guaranteed Guaranteed by OI Group either Issuer or a Significant Subsidiary) other than Indebtedness owed to any of its Restricted Subsidiaries) the Parent, either Issuer or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: :
(a) is caused by a failure to pay principal of, or interest or premium, if any, at the Stated Maturity on such Indebtedness prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”)Indebtedness; or or
(b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall maturity not be deemed to occur with respect to any such accelerated Indebtedness which is repaid rescinded or prepaid cured within 20 Business Days 30 days after such declarationacceleration; and, in any individual each case, the aggregate principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains undischarged after such 30 day period, aggregates $150.0 to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), either Issuer or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, either Issuer or a Significant Subsidiary to pay final judgment or order for payment of money judgments aggregating in excess of $75.0 €200.0 million in (exclusive of any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall amounts that a solvent insurance company has acknowledged liability for), which judgments are not have been paid, discharged or stayed for a period of 60 daysdays after the judgment becomes final and non-appealable; and
(7) except as permitted by the Indenture, any Guarantee of the Notes 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 effect, other than in accordance with the terms of the Indenture or any Guarantor, a Guarantor denies or any Person acting on behalf of any Guarantor, shall deny or disaffirm disaffirms in writing its obligations under its Guarantee Guarantee, other than in accordance with the terms thereof or upon release of the Notes; (8) Guarantee in accordance with the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; Indenture.
(b) consents to A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the entry Indenture will not constitute an Event of an order for relief against it Default until the Trustee or the Holders of 30% in an involuntary case; aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default (other than an Event or of Default specified described in clauses (8) and (9Section 6.01(a)(5) of the preceding paragraph Indenture) occurs and is continuing, the Trustee by notice to the Company, either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes of the applicable series of Notes under the Indenture by written notice to the Company either Issuer and the Trustee, as provided in may, and the IndentureTrustee at the request of such Holders shall, may declare the unpaid Principal of principal of, premium, if any, and any accrued and unpaid interest interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable immediatelypayable. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If foregoing, in the case of an Event of Default specified in clauses (8) arising from certain events of bankruptcy or (9) insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of the preceding paragraph occurs, all outstanding a series of Notes shall will become and be immediately due and payable immediately without any declaration, act or notice, declaration or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust power conferred on it, with respect to this Note.
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Defaults and Remedies. Under the Indenture, Events of Default include: (1i) defaults default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or any Additional Amounts premium, if any, on or with respect to the Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturityStated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (3iii) failure by OI Group or any of its Restricted Subsidiaries the Company to comply with the provisions of Sections 4.10 Section 3.09, 4.10, 4.15 or 4.11 or Article 5 5.01 of the Indenture; (4iv) failure by OI Group or any the Company for 60 days after notice to comply with Section 4.03 of its Restricted Subsidiaries the Indenture; (v) failure by the Company for 60 days after notice to comply with any of the its other agreements in the Indenture, Indenture or the Notes and the Guarantees of the Notes (with respect to any Guarantor)Notes; (5vi) default 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 OI Group the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by OI Group the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or Guarantee now exists, guarantee exists on the Issue Date or is created after the Issue Date, if that default: such default (a) is caused by a failure to pay principal of, or interest premium or premiuminterest, if any, on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; Stated Maturity and, in any individual each case, the principal amount of any such Indebtedness is equal to or in excess of $75.0 millionIndebtedness, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $150.0 million or more; (6) any final judgment or order for payment of money in excess of $75.0 million in 20.0 million, provided that if any individual such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 30 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and $150.0 million in any consequential acceleration of the aggregate at any time Notes shall be rendered against OI Group automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by Finance Corp. the Company or any of its the Company’s Restricted Subsidiaries that is a Significant Subsidiary or group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of the Company to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and such judgment shall creditworthy insurer as to which the insurer has not have been disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (7viii) except as permitted by the Indenture, any Subsidiary Guarantee of the Notes 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 any Guarantor, or any Person validly acting on behalf of any Guarantor, shall deny denies or disaffirm disaffirms in writing its obligations under its Guarantee of the NotesSubsidiary Guarantee; (8) ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, OI Group or Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of OI Group pursuant to the Company or within any group of Restricted Subsidiaries of the meaning Company that, taken together, would constitute a Significant Subsidiary of any Bankruptcy Law: the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture and (x) occurrence of the following (a) commences except as permitted by the Senior Secured Lien Documents, any Senior Secured Lien Document establishing the Senior Secured Liens in favor of the Collateral Trustee ceases for any reason to be enforceable; provided that it will not be an Event of Default under this clause (x)(a) if the sole result of the failure of one or more Senior Secured Lien Documents to be fully enforceable is that any Senior Secured Lien purported to be granted under such Senior Secured Lien Collateral Documents on Collateral, individually or in the aggregate, having a voluntary casefair market value of not more than $20.0 million, ceases to be an enforceable and perfected Senior Secured Lien; (b) consents except as permitted by the Senior Secured Lien Documents or as a direct result of the failure of the Collateral Trustee to act in accordance with the Senior Secured Lien Documents, any Senior Secured Lien purported to be granted under any Senior Secured Lien Collateral Document on Collateral, individually or in the aggregate, having a fair market value in excess of $20.0 million ceases to be an enforceable and perfected second-priority Lien (subject to the entry of an order for relief against it in an involuntary caseIntercreditor Agreement and Permitted Liens); and (c) consents to the appointment Company or Finance Corp. or any Guarantor, or any Person acting on behalf of a Custodian any of it them, denies or for all disaffirms, in writing, any obligation of the Company or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; any Guarantor set forth in or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree arising under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 daysSenior Secured Lien Collateral Document establishing Senior Secured Liens. If an any Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee Trustee, by notice to the CompanyIssuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Company Issuers and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration Notwithstanding the Principal (or such lesser amount) and interest shall be due and payable immediately If preceding, in the case of an Event of Default specified arising from such events of bankruptcy, insolvency or reorganization described in clauses (8) Section 6.01(i) or (96.01(j) of the preceding paragraph occursIndenture, all outstanding Notes shall will become and be due and payable immediately without any declaration, act further action or notice, . Holders may not enforce the Indenture or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been madeexcept as provided in the Indenture or the Senior Secured Lien Documents. Subject to certain limitations, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and may direct the Trustee in its consequences if the rescission would not conflict with exercise of any judgment trust or decree and if all existing Events power conferred on it. The Trustee may withhold from Holders of Default with respect to the Notes have been cured notice of any continuing Default or waived except nonpayment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard (except a Default or Event of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered Default relating to the Trustee indemnity satisfactory to payment of principal, interest or premium) if it against any loss, liability or expensedetermines that withholding notice is in their interest. Subject to certain provisions, including those requiring indemnification of the Trustee, the The Holders of a majority in principal amount of the Notes then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or exercising Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Senior Secured Lien Documents, and, so long as any trust power conferred on itNotes are outstanding, with respect the Issuers are required to this Notedeliver to the Trustee, within 30 days of any Officer of the General Partner or Finance Corp. becoming aware of any Default or Event of Default, unless such Default or Event of Default has been cured before the end of the 30-day period, a statement specifying such Default or Event of Default.
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