Events of Default and Remedies. Now, if the Property Owner shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:
Appears in 2 contracts
Samples: thda.org, s3.amazonaws.com
Events of Default and Remedies. Now, An "Event of Default" shall ------------------------------------------ exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations following events shall occur and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner continuing: (a) Maker shall fail to keep pay when due any principal of, or interest upon, this Note or any other Obligation and perform such failure shall continue for ten (10) days following the date Payee notifies Maker of such failure; (b) any of the covenants, conditions, obligations and agreements representation or warranty made by Maker to Payee herein or in the Note Security Agreement shall prove to be untrue or inaccurate in any material respect and this Deed of Trust, and such defaults are not cured within shall continue to be untrue or inaccurate thirty (30) days from written notice to Property Owner specifying after the date Payee notifies Maker of such event; (c) default shall occur in the performance of any of the covenants or agreements of Maker contained herein or in the Security Agreement and such default shall continue for thirty (30) days following the date Payee notifies Maker of such default, then, and in any of such events, this trust conveyance ; (d) default shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default occur in the payment of any material indebtedness of Maker, or any such indebtedness shall become due before its stated maturity by acceleration of the maturity thereof or otherwise or shall become due by its terms and shall not be promptly paid or extended; (e) the Security Agreement shall cease to be a legal, valid, binding agreement enforceable against any party executing the same in accordance with the respective terms thereof or shall in any way be terminated or become or be declared ineffective or inoperative or shall in any way whatsoever cease to give or provide the liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; (f) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the indebtednessbenefit of creditors, enter and (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take possession advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the Propertyforegoing; (g) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker or appointing a receiver, trustee, intervenor or liquidator of Maker, or of all or substantially all of its or their assets, and such order, judgment or decree shall only account continue unstayed and in effect for a period of sixty (60) days; (h) Payee's liens, mortgages or security interests in any of the collateral for this Note should become unenforceable, or cease to be first priority liens, mortgages or security interests; (i) the dissolution or termination of Maker; (j) any final judgment(s) for the net rents actually received by him. Property Owner further agrees that, payment of money in excess of the sum of $100,000 in the aggregate shall be rendered against Maker and such judgment or judgments shall not be satisfied or discharged at least ten (10) days prior to the date on which any of its assets could be lawfully sold to satisfy such judgments; or (k) any default or event of default shall occur under the Services Agreement or the Management Services Agreement. Upon the occurrence of any Event of Default hereunder or under the Security Agreement, then in any such event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA holder hereof may, at its option, (i) declare the entire unpaid balance of principal of and accrued interest upon this Note and any time other Obligation to be immediately due and from time payable without presentment or notice of any kind which Maker waives pursuant to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Section 3 --------- herein,
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Pratt Hotel Corp /De/), Assignment and Assumption Agreement (HWCC Tunica Inc)
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each If any of the covenantsfollowing events (each, conditions, obligations and agreements an “Event of Default”) occurs: (a) the outstanding principal amount of the Property Owner contained in Note is not paid by the Note Maturity Date, and this Deed such default continues unremedied for a period of Trust, then, this trust conveyance shall be of no further force or effect. But, if 10 calendar days; (b) any failure by the Property Owner shall fail Company to keep and perform any of its obligations under this Note or the covenants, conditions, obligations and agreements in the Note and this Deed of TrustSecurity Agreement, and such defaults are not cured within thirty default continues unremedied for a period of 30 calendar days; or (30c) days from written notice the occurrence of any of the following: (i) the making of a general assignment for the benefit of creditors; (ii) the filing of any petition or the commencement of any proceeding by or against the Company or any guarantor for any relief under any bankruptcy or insolvency laws, or any laws relating to Property Owner specifying such defaultthe relief of debtors, readjustment of indebtedness, reorganizations, compositions, or extensions; (iii) any action initiating the dissolution, liquidation, winding-up or termination of the Company; or (iv) the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for the Company or any guarantor or for any of its property, then, : (I) in an Event of Default described in Sections (a) and in any of such events, this trust conveyance shall remain in full force and effect(b) above, and at any time thereafter during the option continuance of THDAsuch event, all amounts advanced the Lender may by notice to the Company declare the principal amount then outstanding under the this Note or hereunder shall become to be forthwith due and payable at oncein whole or in part, whereupon the principal amount so declared to be due and payable shall become forthwith due and payable, without noticepresentment, and the Trusteedemand, acting in person protest or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ any other notice by three (3) publications in of any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, all of which are hereby expressly waivedwaived by the Company, anything contained herein to the contrary notwithstanding; and (II) in any event with respect to an Event of Default described in Section (c) above, the Trustee is authorized principal amount of the Note then outstanding and empowered to execute all other liabilities of the Company accrued hereunder, shall automatically become due and deliver a deed payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein to the purchasercontrary notwithstanding. The sale may be adjourned from day to day If any action or proceeding is brought by the Trustee Lender to collect or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the enforce payment of any part of this Note, then the indebtedness, enter and take possession of the Property, and Company shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed pay to the Trustee shall be vested Lender any reasonable attorneys’ fees and other reasonable costs and expenses incurred in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:connection with such collection or enforcement.
Appears in 2 contracts
Samples: Security Agreement (Peak Bio, Inc.), Security Agreement (Peak Bio, Inc.)
Events of Default and Remedies. Now, An “EVENT OF DEFAULT” shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations following events shall occur and agreements of be continuing: (a) the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner Company shall fail to keep pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five (5) Business Days after such payment became due; or (b) the Company shall fail to perform any of the covenants, conditions, obligations and covenants or agreements contained herein or in the Note and this Deed of Trust, any other Loan Document and such defaults are not cured within failure shall continue unremedied for thirty (30) days from after written notice thereof; or (c) any representation or warranty made by the Company to Property Owner specifying such default, then, and Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of such eventsa receiver, this trust conveyance shall remain trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in full force and effectwriting that it is unable to pay its debts as they become due, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any newspaperbankruptcy, daily reorganization, or weeklyinsolvency proceeding, published in or take corporate action for the county in which the Property is located, to sell the Property at the front door purpose of effecting any of the Courthouse in said county foregoing; or (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure salese) to the highest bidder for cashan order, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amendedjudgment, or as may decree shall be hereinafter enactedentered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company appointing a receiver, homesteadtrustee, dowerintervener, courtesyor liquidator of the Company, any elective shareor of all or substantially all of its assets, and all other exemptions or marital rights of every kindsuch order, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally setjudgment, or any adjournment thereof, decree shall continue unstayed and may be reset at in effect for a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that period of thirty (30) days; or (f) the Trustee may, at any time after dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any part indebtedness of such Company in excess of $250,000 individually or in the aggregate or default shall occur in respect of any note or credit agreement relating to any such indebtedness and such default shall continue for more than the period of grace, if any, specified therein; or (i) any final judgment(s) for the payment of money in excess of the indebtedness, enter sum of $250,000 individually or in the aggregate shall be rendered against the Company and take possession such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the PropertyCompany’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and shall only account for accrued interest upon the net rents actually received by him. Property Owner further agrees thatObligation to be immediately due and payable without presentment or notice of any kind which the Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the event case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Trustee failsCompany, before selling without any notice to the Property as herein provided, to enter and take possession thereofCompany or any other act by Xxxxxx, the purchaser principal balance and interest accrued on this Note shall be entitled to immediate possession thereof upon the delivery to him become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Company.
Appears in 2 contracts
Samples: Avicena Group, Inc., Avicena Group, Inc.
Events of Default and Remedies. Now, if Section 6.1 The following shall each be "Events of Default" under this Project Agreement: the Property Owner shall keep and perform each of failure by the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail Company to keep observe and perform any of the covenantscovenant contained in Sections 2.1(g) (Retail Sales Limitation), conditions2.1(i) (Company Existence), obligations 4.3 (Sales Tax Exemption), 4.5 (Form ST-340 Filing Requirement), 5.1 (Insurance Requirements), 5.2 (Additional Insurance Requirements), 7.1 (Hold Harmless) and agreements in the Note and this Deed of Trust, 7.6 (Agency Fees) and such defaults are not cured within failure shall have continued for a period of thirty (30) days from after the Agency gives written notice to Property Owner the Company, specifying that failure and stating that it be remedied, or in the case of any such defaultdefault which can be cured with due diligence but not within such thirty (30) day period, then, the Company’s failure to proceed promptly to cure such default and in any thereafter prosecute the curing of such events, this trust conveyance shall remain in full force and effect, and at default with due diligence; the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day failure by the Trustee or his agent or successor, by announcement at Company to pay the Courthouse Recapture Benefits on the date due and such failure shall have continued for a period of ten (10) days after the sale is originally setAgency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment case of any part such default which can be cured with due diligence but not within such thirty (30) day period, the Company’s failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; the dissolution or liquidation of the indebtednessCompany; or the failure by the Company to release, enter and stay, discharge, lift or bond within one-hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction over the Project enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one-hundred twenty (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take possession charge of substantially all of the Property, and shall only account property of the Company for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee purpose of enforcing a deed lien against such property or for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing purpose of general administration of such instrument, property for the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event benefit of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. Now, if Section 6.1 The following shall each be "Events of Default" under this Project Agreement: the Property Owner shall keep and perform each of failure by the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail Company to keep observe and perform any of the covenantscovenant contained in Sections 2.1(e), conditions2.1(g), obligations 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and agreements in the Note and this Deed of Trust, 7.6 hereof and such defaults are not cured within failure shall have continued for a period of thirty (30) days from after the Agency gives written notice to Property Owner the Company, specifying that failure and stating that it be remedied, or in the case of any such defaultdefault which can be cured with due diligence but not within such thirty (30) day period, then, the Company's failure to proceed promptly to cure such default and in any thereafter prosecute the curing of such events, this trust conveyance shall remain in full force and effect, and at default with due diligence; the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day failure by the Trustee or his agent or successor, by announcement at Company to pay the Courthouse Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the sale is originally setAgency gives written notice of such failure to the Company; the occurrence and continuation of a Recapture Event and such failure shall have continued for a period of thirty (30) days after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment case of any part such default which can be cured with due diligence but not within such thirty (30) day period, the Company's failure to proceed promptly to cure such default and thereafter prosecute the curing of such default with due diligence; there exists and continues beyond any applicable notice and cure period, the occurrence of an Event of Default under the Leaseback Agreement or Tax Agreement; the dissolution or liquidation of the indebtednessCompany; or the failure by the Company to release, enter and stay, discharge, lift or bond within on hundred twenty (120) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for one hundred (120) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take possession charge of substantially all of the Property, and shall only account property of the Company for the net rents actually received by him. purpose of enforcing a lien against such Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed or for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing purpose of general administration of such instrument, Property for the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event benefit of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. Now, An "Event of Default" shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance following events shall be of no further force or effect. But, if the Property Owner occur: (a) Maker shall fail to keep and perform pay when due any principal of, or interest upon, this Note; (b) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the covenantsforegoing; (c) an order, conditionsjudgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of maker or appointing a receiver, obligations and agreements in the Note and this Deed trustee, intervenor or liquidator of TrustMaker, or of all or substantially all of its assets, and such defaults are not cured within thirty order, judgment or decree shall continue unstayed and in effect for a period of sixty (3060) days from written notice days; (d) the dissolution or liquidation of Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of Default," as defined in the Security Agreement or the Mortgage, shall occur, (g) any failure to Property Owner specifying such pay, when due, any obligations, whether as to principal, interest or otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Senior Financing Debt and continue past the expiration of any period of grace, if any, with respect thereto provided in the document governing the same, (h) any default or event of default, thenother than a default or event of default occasioned by a failure to pay as described in the preceding clause (g), shall occur with respect to Senior Financing Debt and, by reason thereof, the holder of the Senior Debt accelerates the maturity of all or any part of the Senior Financing Debt and in any of such events, this trust conveyance shall remain in full force and effect, and at declares the option of THDA, all amounts advanced under the Note or hereunder shall become same to be due and payable at onceprior to the stated maturity date thereof, without notice, and (i) the Trustee, acting in person payment of dividends by Maker on or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications with respect to its common stock in any newspaperfiscal year in excess of 50% of Maker's net income after taxes , daily or weekly, published (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the county in which ordinary course of business), and/or (k) a Change of Control shall occur. Upon the Property is locatedoccurrence of any Event of Default hereunder, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cashNoteholder may, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee mayits option, at any time after default in thereafter, (i) declare the payment entire unpaid principal balance and accrued interest upon this Note to be, and the same shall thereupon become, immediately due and payable without the presentment or notice of any part kind, which Maker hereby waives pursuant to Section 4 hereof, and/or (ii) pursue and enforce any of the indebtedness, enter Noteholder's rights and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein remedies available pursuant to any applicable law or agreement; provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located andhowever, upon the execution and filing occurrence of such instrumentany Event of Default specified in clause (b), (c) or (d) of this Section 5,with respect to Maker, without any notice to Maker or any other act by Noteholder, the title herein conveyed principal balance and interest accrued on this Note shall automatically and without necessity of any act by Noteholder become immediately due and payable without presentment, demand, protest or notice of protest, notice of acceleration, notice of intent to the Trustee shall be vested in the successor so appointedaccelerate or other notice of any kind, all of which are hereby waived by Maker. In the event Noteholder agrees to advise Maker promptly if Noteholder is aware of a sale an Event of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Default.
Appears in 2 contracts
Samples: Tyler Corp /New/, Tyler Corp /New/
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each a. Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and agreements of the Property Owner contained in interest when due under the Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Borrower in this Deed of Trust, then, this trust conveyance Agreement or in any other Loan Document shall be of no further force at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower fails (A) to obtain and maintain the insurance coverage required herein; or effect. But, if the Property Owner shall fail (B) fails to keep and observe or perform any other covenant, condition or agreement under this Agreement or any other Loan Document and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower shall have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the covenantsdate such proceedings were initiated; (E) requests or consents to the appointment of a trustee, conditionscustodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (viii) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and agreements as defined in the Note and this Deed Guaranty executed by such Guarantor) shall occur; (ix) a material adverse change in Borrower’s existing or prospective financial condition or results of Trust, and such defaults are not cured within thirty (30) days from written notice operations since the date hereof which may affect the ability of Borrower to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced perform its obligations under the Note Loan Documents shall occur and be continuing; or hereunder shall become due and payable at once, without notice, and (x) the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door owners of the Courthouse in said county (capital stock or at such other place at said Courthouse as is usually and customarily used for the conduct units of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse ownership on the date of this Agreement entitled to vote for the sale is originally set, election of the board of directors of the Borrower or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that other similar governing body cease to own or do not have the Trustee may, at any time after default unencumbered right to vote in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, aggregate at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing least ninety percent (90%) of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event capital stock or other ownership interest of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Industrial Services of America Inc /Fl)
Events of Default and Remedies. NowAn Event of Default is defined in the Notes as one of the following events occurring: (1) the Company defaults in the payment of interest on any Note when the same becomes due and payable and the default continues for a period of 10 days; (2) the Company defaults in the payment of the principal or premium, if any, of any Note when the same becomes due and payable at maturity, upon redemption or otherwise; (3) the Company fails to comply with any of its other agreements or covenants in, or provisions of, the Notes, and the default continues for the period and after the notice specified below; or any representation or warranty made in any document executed and delivered in connection with the Notes was false in any material respect on the date as of which made or deemed made and the default continues for the period and after the notice specified below; (4) a default occurs under any mortgage, indenture, instrument or agreement under which there may be issued or by which there may be secured or evidenced any indebtedness of the Company, whether such indebtedness now exists or shall be created hereafter, if the Property Owner shall keep and perform each holder or holders of the covenants, conditions, obligations and agreements of the Property Owner contained at least $1,000,000 in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any principal amount of such events, this trust conveyance shall remain indebtedness cause such $1,000,000 (or more) in full force and effect, and at the option principal amount of THDA, all amounts advanced under the Note or hereunder shall indebtedness to become due and payable prior to its stated maturity; (5) a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such judgments that are not covered by insurance under which the Company is a beneficiary exceeds $1,000,000; (6) the Company 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; (7) a court of competent jurisdiction enters an order or decree under any bankruptcy law that: (a) is for relief against the Company in an involuntary case; (b) appoints a custodian of the Company or for all or substantially all of the property of the Company; or (c) orders the liquidation of any of the Company and the order or decree remains unstayed and in effect for 60 days; or (8) a court of competent jurisdiction enters a final judgment holding any of the documents delivered in connection with the Notes to be invalid or unenforceable and such judgment remains unstayed and is in effect for a period of 60 consecutive days; or if the Company shall assert, in any pleading filed in such a court, that any of the documents delivered in connection with the Notes are invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (6) or (7) above with respect to the Company) occurs and is continuing, then and in every such case, the respective holders of at onceleast a majority in principal amount of the then outstanding Notes, without noticeby notice to the Company, may declare the unpaid principal of, premium, if any, and any accrued interest on all the TrusteeNotes to be due and payable. Upon such declaration, acting the principal, premium, if any, and interest shall be due and payable immediately. If an Event of Default specified in person clause (6) or through (7) above occurs with respect to the Company, such an agent amount shall ipso facto become and be immediately due and payable without any declaration or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications other act on the part of any Holder. The Holders of a majority in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door aggregate principal amount of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee Notes then outstanding may, at on behalf of the Holders of all the Notes, waive any time after default past Default or Event of Default and its consequences, except Default in the payment of any part principal, of premium, if any, or interest on the indebtednessNotes (other than the nonpayment of principal, enter and take possession of the Propertypremium, if any, and shall only account for interest on the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and Notes that has become due solely by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will an acceleration that has been duly rescinded as provided above) or in respect of a covenant or provision of the purchaser from and after Notes that cannot be modified or amended without the execution and delivery consent of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:all Holders.
Appears in 1 contract
Samples: BLC Financial Services Inc
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrowers fail to pay any amount of principal and agreements of the Property Owner contained in the interest when due under any Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by any Borrower in this Deed of TrustAgreement, then, this trust conveyance shall be of no further force any Note or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance other Loan Document shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default prove to have been incorrect in any material respect as and when made; (iii) Borrowers (A) fail to obtain and maintain the payment of insurance coverage required herein; or (B) fail to observe or perform any part of the indebtednessother covenant, enter and take possession of the Propertycondition or agreement under this Agreement, and shall only account for the net rents actually received by him. Property Owner further agrees thatany Note or any other Loan Document and, in the event case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) any Borrower which is not an individual shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) any Borrower that is an individual dies or becomes permanently and totally disabled; (vi) any Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the Trustee failsbenefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, before selling reorganization, insolvency or similar proceeding; (D) fails to obtain the Property as herein provideddischarge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee appointment of a deed trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between any Borrower and Lender or any affiliate of Lender; (viii) nonpayment by any Borrower of any Rate Management Obligation when due or the Property. THDA maybreach by any Borrower of any term, at provision, or condition contained in any time Rate Management Agreement; (ix) a default shall have occurred and from time to timebe continuing under any contract, without assigning causeagreement or document between any Borrower and any of its other creditors, (x) if Borrowers’ obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in THDA’s its sole and absolute discretion, remove that a material adverse change in Borrowers’ existing or prospective financial condition, management or results of operations since the Trustee herein named date hereof which may affect the ability of Borrowers to perform their obligations under the Loan Documents has occurred; or (xii) both the President and appoint a successor the CEO of Borrower depart the company, and/or one single person or entity comes to execute this trust, by an instrument in writing duly executed by THDA and filed for record in own 50.1% or more of the county in which the Property is located and, upon the execution and filing capital stock or other ownership interest of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Innovative Food Holdings Inc)
Events of Default and Remedies. Now(a) An event of default ("Event of Default") will have occurred if: (1) Applicant fails to pay when due, whether by demand, acceleration or otherwise, any indebtedness to Bank, or if there occurs any event which after notice or lapse of time will permit such acceleration; (2) Applicant breaches or is in default under any agreement between Applicant and Bank; (3) Applicant or any guarantor or endorser of its obligations to Bank (an "Account Party") dies or is determined incompetent, is dissolved, suspends its present business, agrees to a merger or other absorption or to transfer or otherwise dispose of substantially all of its assets or makes or sends notice of a bulk sale; becomes insolvent (however such insolvency is evidenced), generally fails to pay its debts as they become due, fails to pay, withhold, collect any tax as required by law, has served or filed against it or its assets any lien, judgment, order or award; (4) a receiver or similar trustee is appointed for Applicant or its assets or any Account Party or general partner of either (with or without the Property Owner shall keep and perform each agreement), or Applicant or its Account Party or general partner makes an assignment for the benefit of creditors or commences or has commenced against it a proceeding pursuant to any bankruptcy law; (5) any representation, warranty, statement or information made or furnished by Applicant to Bank proves to have been false or misleading in any material respect (including without limitation by omission of any contingent or unliquidated liability or claim against Applicant); (6) there occurs any change in the management or ownership of Applicant or any Account Party which is, in the opinion of the covenantsBank, conditions, materially adverse to the Bank's interest and which remains uncorrected for thirty days after the Bank notifies Applicant of its opinion; (8) the Bank in good xxxxx xxxxx itself insecure with respect to reimbursement under this Agreement for any outstanding Credits whether or not Drafts thereunder have yet been presented. As obligations hereunder whether or not mature and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force whether direct or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder contingent shall become immediately due and payable at once, without notice, (A) automatically if Applicant or any Account Party commences or has commenced against it any bankruptcy or insolvency proceeding and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20B) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of Bank's option upon the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment occurrence of any part other Event of the indebtedness, enter and take possession of the Property, and Default. This paragraph shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, not cause any indebtedness not to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:payable on demand.
Appears in 1 contract
Events of Default and Remedies. NowUpon the occurrence of any one -------------------------------- or more Events of Default under the Reimbursement Agreement, if or upon the occurrence of any event of default or the commencement of any foreclosure proceedings under any other mortgage lien affecting the Mortgaged Property Owner shall keep (each called an "Event of Default" and perform each more than one herein called "Events of Default"), (a) the whole of the covenantsprincipal sums due under the Reimbursement Agreement, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trustinterest accrued thereon, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such defaultany and all indebtedness secured hereby, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at oncein full pursuant to the terms of the Reimbursement Agreement, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door option of the Courthouse in said county Mortgagee; (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure salesb) to the highest bidder for cashMortgagee may, at public outcryits option, free from the equity exercise its Statutory Power of redemptionSale pursuant to M.G.L.A. Ch. 183, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-10121, as amended, or which is hereby incorporated herein by reference in its entirety as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waivedif set forth herein; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee (c) Mortgagee may, at its option, commence or take any time after default in action permitted under the payment of any part laws of the indebtednessCommonwealth of Massachusetts or the United States of America, enter and take including without limitation the taking of possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Mortgaged Property as herein provided, Mortgagee in possession pursuant to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointedMassachusetts laws. In the event of a sale of the Property under Mortgaged Property, Mortgagee shall receive the proceeds of such sale or sales, and from such proceeds shall retain all sums hereby secured, whether then due or to fall due thereafter, or the part thereof then remaining unpaid, and also the interest then due on the same, including, without limitations, all expenses incident to such sale or sales, for making deeds hereunder, for reasonable fees of counsel and attorneys, and, also without limitation, all costs or expenses incurred in the exercise or defense of the rights and powers of Mortgagee hereunder and all taxes, water and sewer rates, assessments, premiums for insurance and expenses incurred in repairing or preserving the Premises, either theretofore paid by virtue Mortgagee or then remaining unpaid, rendering and paying the surplus of this trustsaid proceeds of sale, if any there be, over and above the Property Owneramounts so to be retained as aforesaid, together with a true and particular account of such sale or sales, expenses and charges to Mortgagor, which sale or sales, expenses and charges to Mortgagor, which sale or sales shall forever be a perpetual bar, both in law and equity, against the Mortgagor and all persons holding claiming or to claim the Mortgaged Property so sold by, from or under Property OwnerMortgagor. Upon the occurrence of an Event of Default and written request from Mortgagee, Mortgagor shall pay to Mortgagee monthly, in addition to all sums called for by the Reimbursement Agreement, such sums as shall, from time to time, in the estimation of Mortgagee, be and become the tenants at will equal to one-twelfth of the purchaser from and after annual real estate taxes to be assessed upon the execution and delivery of a deed Mortgaged Property and/or premiums to the purchaserbe paid for insurance required hereunder. Upon any sale under this Deed of Trust, the proceeds will Such sums shall be applied by Mortgagee to the Trustee:payment of such taxes and/or insurance premiums, but if default be made in any payment required by the Reimbursement Agreement, such sums or any part thereof may, at the option of Mortgagee, be applied against the indebtedness hereby secured.
Appears in 1 contract
Samples: Afc Cable Systems Inc
Events of Default and Remedies. Now, if In the Property Owner event that any installment of Minimum Rent or Additional Rent shall keep be and perform each remain unpaid for a period of five (5) days after written notice by Landlord to Tenant; or in the event Tenant shall at any time be in default in the observance or performance of any of the other covenants, conditionsobligations, obligations terms, or conditions assumed by or imposed upon Tenant hereunder and agreements such default continues for a period of fifteen (15) days after written notice to Tenant of such default provided said default is non monitory and Tenant can reasonably cure said default within said fifteen (15) days; or if any waste be committed or unnecessary damage done upon or to the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force Leased Premises; or effect. But, if the Property Owner Tenant shall fail to keep remain open for business for five (5) consecutive business days except for remodeling, approved by Landlord or due to events beyond Tenant's control; or if any audit of Tenant's books and perform any records shall disclose a liability for annual Percentage Rent to the extent of five percent (5%) or more in excess of the covenantsrentals theretofore computed and paid by Tenant for any period (whether or not Tenant thereafter reimburses Landlord for such deficiency); or if a temporary or permanent receiver or trustee of Tenant's property or the property of any guarantor of this Lease ("Guarantor") be appointed by any court; or if Tenant or any Guarantor shall make any assignment for the benefit of creditors; or if any execution or attachment shall be issued against Tenant or any Guarantor or Tenant's leasehold interest hereunder and shall not be discharged within forty-five (45) days; or if Tenant shall commence proceedings in a court of bankruptcy or insolvency; or if Tenant or any Guarantor shall be declared or adjudicated bankrupt or insolvent according to law; or if any proceedings are commenced against Tenant or Guarantor in a court of bankruptcy or insolvency, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are which shall not cured be discharged within thirty forty-five (3045) days from written notice to Property Owner specifying such default, days; then, and in any one or more of such events, this trust conveyance Landlord shall remain in full force and effectbe entitled, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is locatedits election, to sell the Property at the front door exercise concurrently or successively, any one or more or all of the Courthouse in said county (or at such other place at said Courthouse as is usually following rights and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trusteeremedies:
Appears in 1 contract
Samples: Lease (Chicago Pizza & Brewery Inc)
Events of Default and Remedies. Now, An "Event of Default" shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance following events shall be of no further force or effect. But, if the Property Owner occur: (a) Maker shall fail to keep and perform pay when due any principal of, or interest upon, this Note; (b) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the covenantsforegoing; (c) an order, conditionsjudgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of maker or appointing a receiver, obligations and agreements in the Note and this Deed trustee, intervenor or liquidator of TrustMaker, or of all or substantially all of its assets, and such defaults are not cured within thirty order, judgment or decree shall continue unstayed and in effect for a period of sixty (3060) days from written notice days; (d) the dissolution or liquidation of Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of Default," as defined in the Security Agreement or the Mortgage, shall occur, (g) any failure to Property Owner specifying such pay, when due, any obligations, whether as to principal, interest or otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Senior Financing Debt and continue past the expiration of any period of grace, if any, with respect thereto provided in the document governing the same, (h) any default or event of default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note other than a default or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of default occasioned by a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed failure to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:pay as described in the
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance The following events shall be deemed to be events of no further force or effect. But, if the Property Owner default (each an "Event of Default") by Subtenant under this Sublease: Subtenant shall fail to keep make any payment of Rent required to be made by Subtenant hereunder, as and perform when due, in accordance with the terms of this Sublease or the Prime Lease and such cure period under the Prime Lease less two (2) days shall have elapsed; Subtenant shall fail to comply with its obligations hereunder which are expressly incorporated from the Prime Lease under Article III hereof (other than with respect to the payment of Rent) and the time within which such failure is required to be cured thereunder shall have elapsed; Subtenant shall fail to comply with any term, provision or covenant of the covenants, conditions, obligations and agreements in the Note and this Deed of TrustSublease, and shall not cure such defaults are not cured failure within thirty (30) days from written of receiving notice to Property Owner specifying such default, then, and in any of such eventsfailure from Sublandlord (provided, this trust conveyance shall remain in full force and effecthowever, and at if the option default is not by its nature capable of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty cure within thirty (2030) days’ notice by three , it shall not be an Event of Default if and so long as Subtenant commences a cure within thirty (330) publications in any newspaper, daily days and thereafter diligently prosecutes the cure to completion); or weekly, published in Notwithstanding the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees thatforegoing, in the event Sublandlord shall receive from the Trustee failsOwner any notice of default under the Prime Lease or notice of any event, before selling which, with the Property giving of notice or lapse of time, or both, would constitute such a default, (i) Sublandlord shall promptly and without delay furnish notice to this effect to Subtenant if Sublandlord receives such notice or (ii) Subtenant shall promptly and without delay furnish notice to this effect to Sublandlord. In the event Sublandlord shall fail to so notify Subtenant, Sublandlord shall not be entitled to declare an Event of Default under this Sublease with respect to the event or circumstance in question, unless the notice furnished by the Owner to the Sublandlord in accordance with the terms of the Lease was also furnished to the Subtenant or was furnished to the Subtenant in lieu of Sublandlord. Notwithstanding any provision of this Sublease to the contrary, Sublandlord shall not be entitled to declare an Event of Default under this Sublease as a result of any default under the Prime Lease if such default has been timely cured in accordance with the terms of the Prime Lease. Upon the occurrence of any Event of Default hereunder, Sublandlord shall have the option, in addition to all other remedies set forth herein providedand in the Prime Lease, to pursue any one or more of the following remedies without any notice or demand whatsoever: Sublandlord may (i) terminate this Sublease in its entirety, or (ii) terminate Subtenant's right to possession in its entirety, without terminating the Sublease. Upon the occurrence of any event discussed in Section 5.01, following an Event of Default, Subtenant shall surrender possession and vacate the Subleased Premises immediately, and deliver possession thereof to Sublandlord, and Subtenant hereby grants to Sublandlord full and free license to enter into and take possession thereofupon the Subleased Premises in such event with process of law and to repossess Sublandlord of the Subleased Premises as of Sublandlord's former estate and to expel or remove Subtenant and any others who may be occupying or within the Subleased Premises and to remove any and all property therefrom. Upon termination of this Sublease in its entirety, the purchaser following an Event of Default, Sublandlord shall be entitled to immediate possession thereof upon recover as damages, all Rent that is derived from the delivery terminated Sublease and other sums due and payable by Subtenant on the date of termination, plus the sum of (i) an amount equal to him the then present value of the Rent that is derived from the terminated Sublease and other sums provided herein to be paid by the Trustee of a deed Subtenant for the Propertyresidue of the Term hereof, less the present value of the fair rental value of the Subleased Premises for such residue (taking into account the expense necessary to obtain a replacement subtenant or subtenants, including reasonable expenses hereinafter described in subparagraph (d) relating to recovery of the Subleased Premises, preparation for reletting and for reletting itself), and (ii) the reasonable cost of performing any other covenants which would have otherwise been performed by Subtenant under the terms hereof. THDA In such event, Sublandlord shall take commercially reasonable actions to mitigate its damages and resublet the Subleased Premises. Upon any termination of Subtenant's right to possession only in its entirety, without termination of the Sublease following an Event of Default, Sublandlord may, at any time Sublandlord's option, enter into the Subleased Premises, remove Subtenant's signs and from time to timeother evidences of tenancy, and take and hold possession thereof as provided in subparagraph (b) above, without assigning causesuch entry and possession terminating this Sublease or releasing Subtenant, in THDA’s sole whole or in part, from any obligation, including Subtenant's obligation to pay the Rent for the full Term. In any such case Subtenant shall pay forthwith to Sublandlord, if Sublandlord so elects, a sum equal to the entire amount of the Rent under this Sublease for the Subleased Premises for the residue of the Term plus any other sums provided herein to be paid by Subtenant for the remainder of the Term. In such event, Sublandlord shall take commercially reasonable actions to mitigate its damages and absolute discretionresublet the Subleased Premises. In connection therewith, remove and to the Trustee extent permitted by the Prime Lease, Sublandlord may resublet the Subleased Premises for such rent and upon such terms as Sublandlord in its reasonable discretion shall determine (including the right to resublet the Subleased Premises for a greater or lesser term than that remaining under this Sublease, the right to resublet the Subleased Premises as a part of a larger area, and the right to change the character or use made of the Subleased Premises) and Sublandlord shall not be required to accept any subtenant offered by Subtenant or to observe any instructions given by Subtenant about such reletting. If the consideration collected by Sublandlord upon any such resubletting plus any sums previously collected from Subtenant are not sufficient to pay the full amount of all Rent and other sums reserved in this Sublease for the remaining Term hereof, together with the reasonable costs of repairs, alterations, additions, redecorating, and Sublandlord's expenses of resubletting and the collection of the rent accruing therefrom (including attorneys' fees and brokers' commissions), Subtenant shall pay to Sublandlord the amount of such deficiency upon demand and Subtenant agrees that Sublandlord may file suit to recover any sums falling due under this Section. Sublandlord may, at Sublandlord's option, enter into and upon the Subleased Premises, with process of law, to maintain, repair or replace anything for which Subtenant is responsible under this Sublease and perform such obligations on Subtenant's behalf and put the Subleased Premises in good order, condition and repair. Subtenant agrees to reimburse Sublandlord, on demand, for any reasonable expenses which Sublandlord may incur in thus effecting compliance with Subtenant's obligations under this Sublease. Pursuit of any of the foregoing remedies shall not preclude the pursuit of any of the other remedies provided herein, or any other remedies provided by law (all such remedies being cumulative), nor shall pursuit of any remedy provided herein named or in any of the aforementioned documents constitute a forfeiture or waiver of any Rent or other payments due to Sublandlord hereunder or of any damages accruing to Sublandlord by reason of the violation of any of the terms, provisions and appoint covenants herein contained. No waiver by Sublandlord or Subtenant of any violation or breach of any of the terms, provisions and covenants herein contained shall be deemed or construed to constitute a successor to execute this trustwaiver of any other violation or breach of any of the terms, provisions and covenants herein contained. Sublandlord's acceptance of the payment of rental or other payments hereunder after the occurrence of a default shall not be construed as a waiver of such default, unless Sublandlord so notifies Subtenant in writing. Forbearance by an instrument Sublandlord or Subtenant in writing duly executed by THDA and filed for record enforcing one or more of the remedies provided herein, in the county Lease or in which any documents executed in connection with the Property is located andaforementioned documents, upon the execution and filing a default shall not be deemed or construed to constitute a waiver of such instrument, the title herein conveyed default or of Sublandlord's right to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed enforce any such remedies with respect to the purchaser. Upon such default or any sale under this Deed of Trust, the proceeds will be applied by the Trustee:subsequent default.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each A. The occurrence of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenantsfollowing shall constitute an event of default. (i) The Base Rental, conditions, obligations and agreements Additional Rental or any other sum of money payable under this Lease is not paid when due; (ii) Tenant's interest in the Note and this Deed of TrustLease or the Premises shall be subjected to any attachment, levy, or sale pursuant to any order or decree entered against Tenant in any legal proceeding and such defaults are order or decree shall not cured be vacated within thirty (30) days from written notice of entry thereof; (iii) Tenant breaches or fails to Property Owner specifying such defaultcomply with any term, thenprovision, condition, or covenant of this Lease (other than the payment of Base Rental, Additional Rental and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become other sum due and payable at oncehereunder) or with any of the Rules and Regulations or Building Moving Policy now or hereafter established from time to time by Landlord to govern the operation of the Building; (iv) Tenant fails to bond off or otherwise remove any lien filed against the Premises or the Building by reason of Tenant's actions, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by within three (3) publications in days after Tenant has notice of the filing of such lien; (v) The appointment of a receiver to take possession of all or substantially all of the assets of Tenant or an assignment of Tenant for the benefit of Creditors, or any newspaperaction taken or suffered by Tenant under any insolvency, daily bankruptcy, or weeklyreorganization act (other than a petition of involuntary bankruptcy which is dismissed within thirty (30) days of date of filing), published shall, at Landlord's option, constitute an event of default by Tenant; or (vi) Tenant is liquidated or dissolved or its charter expires or is revoked, or Tenant is dissolved or partitioned. B. Upon the occurrence of an event of default and, in the county case of an event of default under subparagraph 18A(i) above, if such event of default is not cured within five (5) days of the due date, and in the case of an event of default under subparagraph 18A(ii) and A(iii) above, if such event of default is not cured within fifteen (15) days after written notice of such event of default is given by Landlord to Tenant, Landlord shall have the option to do and perform any one or more of the following in addition to, and not in limitation of, any other remedy or right permitted it by law or in equity or by this Lease; (i) Landlord, with or without terminating this Lease, may re-enter the Premises and perform, correct or repair any condition which shall constitute a failure on Tenant's part to keep, observe, perform, satisfy, or abide by any term, condition, covenant, agreement, or obligation of this Lease or of the Property is locatedRules and Regulations now in effect hereafter adopted, and Tenant shall fully reimburse and compensate Landlord on demand for all costs and expenses incurred by Landlord in such performance, correction or repairing, including accrued interest as provided in the next sentence. All sums so expended to sell cure Tenaxx'x default shall accrue interest from the Property date of demand until date of payment at a rate of interest per annum equal to the lesser of (a) eighteen percent (18%), or (b) the highest rate permitted by law (ii) Landlord, with or without terminating this Lease, may re-enter the Premises and remove therefrom Tenant and all property belonging to or placed on the Premises by, at the front door direction of, or with consent of Tenant. Any such re-entry and removal by Landlord shall not of itself constitute an acceptance by Landlord of a surrender of this Lease or of the Courthouse in said county Premises by Tenaxx xxx shall not of itself constitute a termination of this Lease by Landlord. (iii) Landlord, with or without terminating this Lease, may relet the Premises or any part thereof for such time or times, at such rental or rentals and upon such other place at said Courthouse terms and conditions as is usually Landlord in its sole discretion may deem advisable, and customarily used for the conduct of foreclosure sales) Landlord may make any alterations or repairs to the highest bidder for cashPremises which it may deem necessary or proper to facilitate such reletting, at public outcryand Tenant shall pay all costs of such reletting including but not limited to the cost of any such alterations and repairs to the Premises, free from the equity of redemptionattorneys' fees, any and brokerage commissions, and if this Lease shall not have been terminated, Tenant shall continue to pay all rent and all statutory rights other charges due under this Lease up to and including the date of redemption beginning of payment of rent by any subsequent tenant of part or all of the Premises, and thereafter Tenant shall pay monthly during the remainder of the Lease Term the difference, if any, between the rent and other charges collected from any such subsequent tenant or tenants and the rent and other charges reserved in this Lease, but Tenant shall not be entitled to receive any excess of any such rents collected over the rents reserved herein; (iv) Landlord may terminate this Lease, and this Lease shall be deemed to have been terminated upon written notice of such termination, Landlord shall recover from Tenant all damages Landlord may suffer by reason of such termination including, without limitation, those provided unamortized sums expended by Landlord for construction of tenant improvements, all arrearage in T.C.A. Section 66-8-101rentals, as amendedcosts, or as may be hereinafter enactedcharges, homestead, dower, courtesy, any elective shareadditional rentals, and all other exemptions or marital rights reimbursements, the cost (including court costs and actual attorneys' fees) of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take recovering possession of the PropertyPremises, the cost of any alteration of or repair to the Premises which is necessary or proper to prepare the same for re-letting and, in addition thereto, Landlord at its election shall have and shall only account recover from Tenant either (a) an amount equal to the excess, if any, of the total amount of all rents and other charges to be paid by Tenant for the net rents actually received by him. Property Owner further agrees that, in remainder of the event Lease Term over the Trustee fails, before selling then reasonably rental value of the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed Premises for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove remainder of the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed Lease Term discounted to the Trustee shall be vested in the successor so appointed. In the event of a sale net present value as of the Property under date paid using a five (5) percent annum discount rate, or (b) the rents and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:other 7
Appears in 1 contract
Events of Default and Remedies. Now, if Subject to the Property Owner shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained limitations set forth in the Note and provisions of (b) - (d) of this Deed of TrustParagraph 14, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note event (“Event of Default”) of (i) the failure of either Party to make when due, any payment required hereunder if such failure is not remedied within five working days after notice of such failure is given to the defaulting Party by the other Party, (ii) the failure of either party to comply with any or all of its other respective obligations in good faith as herein set forth and this Deed of Trustsuch non-compliance is not cured within five days after notice thereof to the defaulting party, or (iii) either Party (a) filing a petition in bankruptcy and such petition is not withdrawn or dismissed for 30 days after such filing; (b) having such a petition filed against it, and such defaults are petition is not cured withdrawn or dismissed within thirty (30) days from written after such filing; (c) becoming otherwise insolvent or unable to pay its debts as they become due, or (iv) the failure of a Party’s guarantor (such Party being deemed to be the defaulting party) to perform any covenant set forth in its guaranty, or such guaranty shall expire or be terminated or shall cease to guarantee the obligations of such Party hereunder, or such guarantor shall become subject to any of the events specified in (iii) (a), (b) or (c) above, the non-defaulting party may, for so long as such Event of Default is continuing, (A) establish by notice to Property Owner specifying such default, then, and in any of such events, the defaulting party a date on which this trust conveyance Agreement shall remain in full force and effect, and at terminate early (the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice“Early Termination Date”), and the Trusteenon-defaulting party shall calculate, acting using the formula described in person 14 (b) or through an agent or agents duly appointed by him for this purpose(c) below, is hereby authorized as applicable, and empoweredotherwise in a commercially reasonable manner, upon giving twenty (20) days’ notice by three (3) publications in its damages, including any newspaperassociated costs, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free resulting from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue early termination of this trustAgreement. Such damages and costs, the Property Owner, and all persons holding under Property Ownerif any, shall be and become paid by the tenants at will defaulting party to the nondefaulting party within five working days of the purchaser from and after defaulting party’s receipt of Notice of the execution and delivery damages amount, and/or (B) suspend performance of a deed to the purchaser. Upon any sale its obligations under this Deed Agreement until such Event of Trust, Default is cured. The failure of the proceeds will be applied by the Trustee:Parties to agree on a price adjustment shall not constitute grounds for rescission or termination of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale
Events of Default and Remedies. Now, An “EVENT OF DEFAULT” shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations following events shall occur and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner continuing: (a) Company shall fail to keep pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Company shall fail to perform any of the covenants, conditions, obligations and covenants or agreements in the Note and this Deed of Trust, contained herein and such defaults are not cured within failure shall continue unremedied for thirty (30) days from after written notice thereof; or (c) any representation or warranty made by Company to Property Owner specifying such defaultHolder herein shall prove to be untrue or inaccurate in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, thentrustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company or appointing a receiver, trustee, intervener, or liquidator of the Company or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control. Upon the occurrence of any Event of such eventsDefault hereunder, this trust conveyance shall remain in full force then the Holder hereof may, at its option, (i) declare the entire unpaid principal balance and effect, and at the option of THDA, all amounts advanced under accrued interest upon the Note or hereunder shall become to be immediately due and payable at oncewithout presentment or notice of any kind which Company waives pursuant to SECTION 3 herein, without noticeand/or (ii) pursue and enforce any of Holder’s rights and remedies available pursuant to any applicable law or agreement; provided, and the Trusteehowever, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county case of any Event of Default specified in which PARAGRAPH (d) or (e) of this SECTION 4 without any notice to Company or any other act by Hxxxxx, the Property is locatedprincipal balance and interest accrued on this Note shall become immediately due and payable without presentment, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cashdemand, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amendedprotest, or as may be hereinafter enacted, homestead, dower, courtesy, other notice of any elective share, and all other exemptions or marital rights of every kind, all of which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day waived by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Company.
Appears in 1 contract
Samples: Star Gold Corp.
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and agreements interest when due under any Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (B) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower which is not an individual shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower that is an individual dies or becomes permanently and totally disabled; (vi) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Property Owner date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (viii) nonpayment by Borrower of any Rate Management Obligation when due or the breach by Borrower of any term, provision, or condition contained in the Note any Rate Management Agreement; (ix) a default shall have occurred and this Deed of Trustbe continuing under any contract, then, this trust conveyance shall be of no further force agreement or effect. But, if the Property Owner shall fail to keep document between Borrower and perform any of the covenantsits other creditors, conditions(x) if Borrower’s obligations are guaranteed by any other party, obligations an “Event of Default” (under and agreements as defined in the Note and this Deed Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of Trust, and such defaults are not cured within thirty (30) days from written notice operations since the date hereof which may affect the ability of Borrower to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced perform its obligations under the Note Loan Documents has occurred; or hereunder shall become due and payable at once, without notice, and (xii) the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door owners of the Courthouse in said county (capital stock or at such other place at said Courthouse as is usually and customarily used for the conduct units of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse ownership on the date of this Agreement entitled to vote for the sale is originally set, election of the board of directors of Borrower or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that other similar governing body cease to own or do not have the Trustee may, at any time after default unencumbered right to vote in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, aggregate at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing least ninety percent (90%) of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event capital stock or other ownership interest of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Banyan Rail Services Inc.)
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and agreements interest when due under any Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (B) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower or any Guarantor which is not an individual shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower or any Guarantor that is an individual dies or becomes permanently and totally disabled; (vi) Borrower or any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Property Owner date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower or any Guarantor and Lender or any affiliate of Lender; (viii) nonpayment by Borrower of any Rate Management Obligation when due or the breach by Borrower of any term, provision, or condition contained in the Note any Rate Management Agreement; (ix) a default shall have occurred and this Deed of Trustbe continuing under any contract, then, this trust conveyance shall be of no further force agreement or effect. But, if the Property Owner shall fail to keep document between Borrower and perform any of the covenantsits other creditors, conditions(x) if Borrower’s obligations are guaranteed by any other party, obligations an “Event of Default” (under and agreements as defined in the Note and this Deed Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of Trust, and such defaults are not cured within thirty (30) days from written notice operations since the date hereof which may affect the ability of Borrower to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced perform its obligations under the Note Loan Documents has occurred; or hereunder shall become due and payable at once, without notice, and (xii) the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door owners of the Courthouse in said county (capital stock or at such other place at said Courthouse as is usually and customarily used for the conduct units of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse ownership on the date of this Agreement entitled to vote for the sale is originally set, election of the board of directors of Borrower or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that other similar governing body cease to own or do not have the Trustee may, at any time after default unencumbered right to vote in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, aggregate at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing least ninety percent (90%) of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event capital stock or other ownership interest of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Borrower.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Primoris Services CORP)
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (A) If any one or more of the covenantsfollowing events shall occur, conditionsany such event shall constitute an "Event of Default" hereunder and Borrower shall provide Lender with immediate notice thereof (i) Borrower's failure to repay the Obligations, obligations or any portion thereof on the date the Obligations, or any portion thereof, are due and agreements payable; (ii) entry of a court order which enjoins, restrains or in any way prevents Borrower from conducting Borrower's business; (iii) Borrower fails to provide to Lender any documents, instruments or other information or take any action required pursuant to the Property Owner contained provisions of this Agreement; (iv) if Borrower shall (a) make an assignment for the benefit of creditors, (b) admit in writing Borrower's inability to pay Borrower's debts as those debts become due, (c) file a voluntary petition in bankruptcy or similar proceeding, (d) be adjudicated “insolvent” (defined hereinafter), (e) file any answer admitting or not contesting the Note and material allegations of a petition filed against Borrower in any bankruptcy or similar proceeding in which Borrower is the party seeking relief, (f) seek, consent to, or acquiesce in, the appointment of any bankruptcy or similar trustee, receiver, or liquidator of Borrower or of Borrower's properties; or (v) if Borrower shall take any action to accomplish Borrower's dissolution or liquidation. For purposes of this Deed of Trust, then, this trust conveyance Subparagraph (A) the term "insolvent" shall be of no further force defined as and shall mean Borrower's inability to pay Borrower's debts, or effect. But, if the Property Owner shall fail to keep and perform any of the covenantsthem, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall as those debts become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him which inability shall continue for this purpose, is hereby authorized and empowered, upon giving twenty a period of ten (2010) business days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:.
Appears in 1 contract
Samples: Loan Agreement (Royal Country Club & Recreation Holdings, Inc.)
Events of Default and Remedies. Now, An "EVENT OF DEFAULT" shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations following events shall occur and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner continuing: (a) Borrower shall fail to keep pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for three (3) days after such payment became due; or (b) Borrower shall fail to perform any of the covenants, conditions, obligations and covenants or agreements contained herein or in the Note and this Deed of Trust, any other Loan Document and such defaults are not cured within failure shall continue unremedied for thirty (30) days from after written notice thereof; or (c) any representation or warranty made by Borrower to Property Owner specifying such default, then, and Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect, the result of such eventswhich could be expected to have a Material Adverse Effect; or (d) any Company shall (1) apply for or consent to the appointment of a receiver, this trust conveyance shall remain trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in full force and effectwriting that it is unable to pay its debts as they become due, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any newspaperbankruptcy, daily reorganization, or weeklyinsolvency proceeding, published in or take corporate action for the county in which the Property is located, to sell the Property at the front door purpose of effecting any of the Courthouse foregoing; or (e) an order, judgment, or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of any Company or appointing a receiver, trustee, intervener, or liquidator of any Company, or of all or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in said county effect for a period of thirty (30) days; or at (f) the dissolution or liquidation of any Company; or (g) a Change of Control; or (h) a default or event of default shall occur under the Existing Loan Agreement (as such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cashagreement shall be modified, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enactedrenewed, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally setextended, or restated from time to time) and such default or event of default shall continue unremedied after the expiration of any adjournment thereofperiod of grace or notice, and may be reset at a later date without if any; or (i) any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after Company shall default in the payment of any part indebtedness of such Company individually or in the indebtednessaggregate or default shall occur in respect of any note or credit agreement relating to any such indebtedness (and such default shall continue for more than the period of grace, enter and take possession if any), in each case where the result of the Property, and shall only account which could be expected to have a Material Adverse Effect; or (j) any final judgment(s) for the net rents actually received by himpayment of money individually or in the aggregate shall be rendered against any Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of such Company's assets could be lawfully sold to satisfy such judgment(s), the result of which could be expected to have a Material Adverse Effect. Property Owner further agrees thatUpon the occurrence of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which Borrower waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender's rights and remedies available pursuant to any applicable law or agreement; provided, however, in the event the Trustee failscase of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to any Company, before selling the Property as herein provided, without any notice to enter and take possession thereofBorrower or any other act by Xxxxxx, the purchaser principal balance and interest accrued on this Note shall be entitled to immediate possession thereof upon the delivery to him become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Borrower.
Appears in 1 contract
Samples: Minrad International, Inc.
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Any one or more of the covenantsfollowing events which shall have occurred and be continuing shall constitute an event of default ("Event of Default"): (i). Default in the payment of interest upon this Note, conditions, obligations as and agreements when the same shall become due; or (ii). Default in the payment of the Property Owner contained principal of this Note, as and when the same shall become due; or (iii). Default in the Note and this Deed payment of Trust, then, this trust conveyance shall be any other obligation of no further force the Company in an amount in excess of $100,000; or effect(iv). But, if the Property Owner The Company shall fail to keep perform or observe any affirmative covenant contained in this Note and perform such Default, if capable of being remedied, shall not have been remedied ten (10) days after written notice thereof shall have been given by the Holder to the Company; or (v), The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the covenantsactions set forth above in this subsection 3 (iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, conditionsor seeking dissolution, obligations liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and agreements either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or (vi). One or more final judgments or orders for the payment of money in excess of $100,000 in the Note and this Deed of Trustaggregate shall be rendered against the Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such defaults are not cured within judgment or order, or (B) there shall be any period of thirty (30) days from written during which enforcement of any such judgment or order shall not be discharged, stayed or fully satisfied. (b). If an Event of Default described above has occurred, then the Holder may, without further notice to Property Owner specifying such defaultthe Company, thendeclare the principal amount of this Note at the time outstanding, together with accrued unpaid interest thereon, and all other amounts payable under this Note to be forthwith due and payable, whereupon such principal, interest and all such amounts shall become and be forthwith due and payable. (c). The Company covenants that in any of such events, this trust conveyance shall remain in full force and effectcase the principal of, and at the option of THDAaccrued interest on, all amounts advanced under the Note becomes due and payable by declaration or hereunder otherwise, then the Company will pay in cash to the Holder of this Note, the whole amount that then shall have become due and payable at onceon this Note for principal or interest, without noticeas the case may be, and in addition thereto, such further amount as shall be sufficient to cover the Trusteecosts and expenses of collection, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized including reasonable fees and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door disbursements of the Courthouse Holder's legal counsel. In case the Company shall fail forthwith to pay such amount, the Holder may commence an action or proceeding at law or in said county (or at such other place at said Courthouse as is usually and customarily used equity for the conduct collection of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any sums so due and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereofunpaid, and may be reset at a later date without prosecute any additional publication. The creditor may bid at any sale under such action or proceeding to judgment or final decree against Company or other obligor upon this trust conveyance. Property Owner agrees that the Trustee mayNote, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereofwherever situated, the purchaser shall monies adjudicated or decreed to be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Propertypayable. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:5.
Appears in 1 contract
Samples: Ventures National Inc
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each The occurrence of any one of the covenantsfollowing shall constitute an Event of Default hereunder: (a) Lessee fails to pay or Lessor does not receive any installment of rent on or before the fifth day following the date when the same becomes due and payable; (b) Lessee attempts to remove, conditionssell, obligations and agreements assign, transfer, encumber, sublet or part with possession of the Property Owner contained in the Note and this Deed of TrustEquipment or any items thereof, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner except as expressly permitted herein; (c) Lessee shall fail to keep procure and or maintain insurance in accordance with Section 8 hereof or such insurance shall be reduced, modified, canceled, terminated or lapsed; (d) Any guarantor of any of Lessee ’s obligations under any Lease Schedule defaults in the performance of any covenant or obligation in favor of Lessor; (e) Lessee shall fail to observe or perform any of the covenantsother obligations required to be observed or performed by Lessee hereunder and such failure shall continue uncured for ten (10) days after written notice thereof to Lessee by Lessor; (f) Any representation or warranty made by Lessee herein or in any document or certificate furnished in connection herewith shall prove incorrect in any material respect; (g) Lessee ceases doing business as a going concern, conditionsmakes an assignment for the benefit of creditors, obligations and agreements admits in writing its inability to pay its debts as they become due, files a voluntary petition in bankruptcy, is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar arrangement under any present or future statute, law or regulation or files an answer admitting the material allegations of a petition filed against it in any such proceeding, consents to or acquiesces in the Note and this Deed appointment of Trusta trustee, and receiver, or liquidator of it or of all or any substantial part of its assets or properties, or if it or its shareholders take any action looking to its dissolution or liquidation; or (h) Within thirty (30) days after the commencement of any proceeding against Lessee seeking reorganization, arrangement, readjustments, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such defaults are proceedings shall not cured have been dismissed, or if within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at after the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at onceappointment, without noticeLessee’s consent or acquiescence, and the Trusteeof any trustee, acting in person receiver or through an agent liquidator of it or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereofsubstantial part of its assets and properties, and may such appointment shall not be reset at a later date without vacated. (i) Lessee or any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after guarantor shall default in the payment or performance of any part other duties, obligations or liabilities of any indebtedness for borrowed money, or under conditional sales or installment contracts or similar agreements, leases or obligations evidenced by bonds, debentures, notes or other similar agreements or instruments to any creditor (including Lessor under any other agreement) after any and all applicable cure periods therefor shall have elapsed. Upon the occurrence of an Event of Default, Lessor may at its option do any or all of the indebtednessfollowing: (i) by notice to Lessee terminate this Lease as to the subject Lease Schedule: (ii) whether or not this Lease is terminated as to any Lease Schedule, enter and take possession of any or all of the PropertyEquipment listed on the subject Lease Schedule, wherever situated, and for such purpose, enter upon any premises without liability for so doing or Lessor may cause Lessee, and Lessee hereby agrees, to return the Equipment to Lessor as provided in this Lease; (iii) recover from Lessee, as liquidated damages for loss of a bargain and not as a penalty, an amount equal to the stipulated loss value as provided in the Stipulated Loss Value Schedule attached as an Exhibit to the applicable Lease Schedule, which payment shall only become immediately due and payable; or (iv) sell, dispose of, hold, use or lease any Equipment as Lessor in its sole discretion may determine without, except as provided below, any duty to account to Lessee (and Lessor shall not be obligated to give preference to the sale, lease or other disposition of the Equipment over the sale, lease or other disposition of similar equipment owned or leased by Lessor). In any event, Lessee shall, without further demand, pay to Lessor an amount equal to all sums due and payable for all periods up to and including the net rents actually date on which Lessor has declared this Lease to be in default. In the event that Lessee shall have paid to Lessor the liquidated damages referred to in clause (iii) above, Lessor hereby agrees to pay to Lessee, promptly after receipt thereof, all rentals or proceeds received from any reletting of the Equipment to the extent such rentals or proceeds are attributable to the balance of the Base Term (after deduction of all expenses incurred by himLessor and a reasonable sales commission to Lessor), said amount never to exceed the amount of the liquidated damages paid by Lessee. Property Owner Lessee agrees that Lessor shall have no obligation to sell or lease the Equipment. In the event that Lessee has paid Lessor the amount set forth in (iii) above, and provided all other amounts due under the Lease have been paid, then Lessor shall deliver title to the Equipment to Lessee, unencumbered as to Lessor, “as is” and “where is” without recourse or representation. Lessee shall in any event remain fully liable for reasonable damages as provided by law and for all costs and expenses incurred by Lessor on account of such default including, but not limited to, all court costs and reasonable attorney’s fees. Lessee further agrees that, in the event the Trustee failsany event, before selling the Property as herein providedit will be liable for any deficiency after any sale, lease or other disposition by Lessor. The rights afforded Lessor hereunder shall not be deemed to enter and take possession thereofbe exclusive, the purchaser but shall be entitled in addition to immediate possession thereof upon the delivery to him any rights or remedies provided by the Trustee of a deed for the Propertylaw. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:10.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner (a) An Event of Default shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner occur hereunder if: (i) Lessee shall fail to keep make any payment of rent or other amount owing hereunder when due and such failure shall continue for a period of 10 days; (ii) Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days of the covenantsdate Lessee becomes aware of such failure, conditionsor if more than 30 days are reasonably required to cure such default, Lessee fails to commence to diligently perform such obligations within such 30 days or discontinues such performance at any time; (iii) Lessee shall fail to maintain insurance as required by Section 9 of this Agreement, (iv) Lessee shall make any representation or warranty to National City herein or in any document or certificate furnished National City in connection herewith which shall prove to be incorrect at the time made and agreements in on the Note and this Deed date of Trustany Schedule entered into hereunder; (v) Lessee or any guarantor of Lessee's obligations hereunder (a "GUARANTOR") shall become insolvent or make an assignment for the benefit of creditors or consent to the appointment of a trustee or receiver, (vi) a trustee or receiver shall be appointed for Lessee or a Guarantor or for a substantial part of its property or for the Equipment, or reorganization, arrangement, insolvency, dissolution or liquidation proceedings shall be instituted by or against Lessee or a Guarantor and such defaults appointment or proceedings are not cured within thirty terminated after 60 days; (vii) Lessee or a Guarantor liquidates, dissolves, or enters into any consolidation, merger, or other combination (unless Lessee is the surviving entity after such consolidation or merger), or sells, leases or disposes of a substantial portion of its business or assets, unless (x) the entity formed by the consolidation, or into which Lessee or a Guarantor is merged or the person or entity that acquires all or substantially all of Lessee's or a Guarantor's assets shall be organized under the laws of the United States or any state thereof and (y) National City is reasonably satisfied as to the creditworthiness of such person or entity and (z) on or before the effective date thereof such person or entity assumes all the obligations of Lessee or a Guarantor hereunder pursuant to an assignment and assumption agreement in form and substance satisfactory to National City; (viii) the current holders of 51% of the outstanding capital stock of a Lessee or a Guarantor that is not a publicly traded corporation shall cease to be the shareholders of Lessee or a Guarantor or cease to have the unconditional right to elect a majority of Lessee's or a Guarantor's board of directors (unless Lessee or a Guarantor shall have provided 30) days from -days' prior written notice to Property Owner specifying such default, thenNational City of the proposed disposition of stock and National City shall have consented thereto in writing); (ix) an individual Guarantor shall become legally incapacitated or die; (x) Lessee and/or a Guarantor shall suffer an adverse material change in its financial condition from the date hereof, and in as a result thereof National City deems itself or any of such events, this trust conveyance its Equipment to be insecure; or (xi) Lessee and/or a Guarantor shall remain be in full force and effect, and at the option of THDA, all amounts advanced default under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, agreement at any time after default in the payment executed with National City or any affiliate or subsidiary of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:National City Corporation.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Safe Auto Group, Inc.)
Events of Default and Remedies. Now, An "Event of Default" shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations following events shall occur and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner continuing: (a) Maker shall fail to keep and perform pay on or before the 10th day following the due date any principal of, or interest upon, this Note; (b) any representation or warranty made by Maker to Payee herein or in any of other documents executed herewith shall prove to be untrue or inaccurate in any material respect; (c) default shall occur in the performance of any of the covenantscovenants or agreements of Maker contained herein or in any other document executed or delivered to Payee in connection herewith; (d) Maker, conditionsor either of them, obligations and agreements shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the Note and this Deed benefit of Trustcreditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; (e) an order, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker, or either of them, or appointing a receiver, trustee, intervenor or liquidator of any such person, or of all or substantially all of its or their assets, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such defaultorder, then, judgment or decree shall continue unstayed and in any effect for a period of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty sixty (2060) days’ notice by three ; or (3f) publications in any newspaper, daily the dissolution or weekly, published in the county in which the Property is located, to sell the Property at the front door termination of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amendedMaker, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions either of them. If Maker fails or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered refuses to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of pay any part of the indebtednessprincipal of or interest upon this Note or the Obligation as the same become due, enter and take possession or upon the occurrence of any Event of Default hereunder of under any other agreement or instrument securing or assuring the Propertypayment of this Note or executed in connection herewith, and shall only account for the net rents actually received by him. Property Owner further agrees that, then in the any such event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA holder hereof may, at any time and from time to timeits option, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument(i) declare, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event entire unpaid balance of a sale principal of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale accrued interest under this Deed Note to be immediately due and payable without presentment or notice of Trustany kind which Maker waives pursuant to Section 2 herein, the proceeds will be applied by the Trustee:(ii) reduce any claim to judgment; and/or (iii) pursue and enforce any of Payee's rights and remedies available pursuant to any applicable law or agreement.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Lease and agreements such failure continues for a period of the Property Owner contained ten (10) days; (ii) any representation or warranty made by Lessee in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force Lease or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance other Lease Document shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default prove to have been incorrect in any material respect as and when made; (iii) Lessee fails (A) to obtain and maintain the payment of insurance coverage required herein; or (B) fails to materially observe or perform any part of the indebtednessother covenant, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees thatcondition or agreement under this Lease and, in the event case of clause (B), such failure continues unremedied for a period of fifteen (15) days after written notice thereof by Lessor to Lessee; (iv) Lessee or any Guarantor shall have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee or any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the Trustee failsbenefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, before selling reorganization, insolvency or similar proceeding; (D) fails to obtain the Property as herein provideddischarge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee appointment of a deed trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) Lessee fails to return the Property. THDA mayEquipment or fails to return the Equipment in the required condition at the expiration of the Term; or (vii) if Lessee’s obligations are guaranteed by any other party, at any time an “Event of Default” (under and from time to time, without assigning cause, as defined in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly Guaranty executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee Guarantor) shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:occur.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Borrower fails to pay any amount of principal and agreements interest when due under any Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (B) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower which is not an individual shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower that is an individual dies or becomes permanently and totally disabled; (vi) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Property Owner contained date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (viii) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and any of its other creditors, (ix) if Borrower’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in the Note and this Deed Guaranty executed by such Guarantor) shall occur; (x) Lender shall have determined, in its sole discretion, that a material adverse change in Borrower’s existing or prospective financial condition, management or results of Trust, then, this trust conveyance shall be operations since the date hereof which may affect the ability of no further force Borrower to perform its obligations under the Loan Documents has occurred; or effect. But, if (xi) the Property Owner shall fail to keep and perform any owners of the covenants, conditions, obligations and agreements in the Note and this Deed capital stock or other units of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse ownership on the date of this Agreement entitled to vote for the sale is originally set, election of the board of directors of Borrower or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that other similar governing body cease to own or do not have the Trustee may, at any time after default unencumbered right to vote in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, aggregate at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing least ninety percent (90%) of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event capital stock or other ownership interest of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Industrial Services of America Inc /Fl)
Events of Default and Remedies. Now(a) Any of the following events or conditions shall constitute an event of default (Event of Default) hereunder: (i) nonpayment, when due, whether by acceleration or otherwise, of principal of or interest on any Indebtedness, or default by Applicant in the performance of any obligation, covenant, term or condition of this Agreement or any other agreement between Applicant and Bank; (ii) death or judicial declaration of incompetency of Applicant, if any individual; (iii) the Property Owner shall keep and perform each filing by or against Applicant of a request or petition for liquidation, reorganization, arrangement, adjustment of debts, adjudication as a bankrupt, relief as a debtor or other relief under the bankruptcy, insolvency or similar laws of the covenantsUnited States or any state or territory thereof or any foreign jurisdiction, conditions, obligations and agreements now or hereafter in effect; (iv) the making of any general assignment by Applicant for the Property Owner contained in the Note and this Deed benefit of Trust, then, this trust conveyance creditors; Applicant shall be have made or suffered a transfer of no further force or effect. But, if the Property Owner shall fail to keep and perform any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; the covenantsappointment of a receiver or trustee for Applicant or for any assets of Applicant, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101the appointment of or taking possession by a "custodian", as amendeddefined in the Federal Bankruptcy Code; the making of any, or sending notice of any intended, bulk sales; or the institution by or against Applicant of any type of insolvency proceeding (under the Federal Bankruptcy Code or otherwise) or of any formal or informal proceeding for the dissolution or liquidation of, settlement of claims against or winding up of affairs of, Applicant; (v) the sale, assignment, transfer or delivery of all or substantially all of the assets of Applicant; the cessation by Applicant as a going business concern, the entry of judgment against Applicant, other than a judgment for which Applicant is fully insured, if ten days thereafter such judgment is not satisfied, vacated, bonded or stayed pending appeal; or if Applicant is generally not paying Applicant's debts as such debts become due; (vi) the occurrence of any event described in paragraph 6(a)(ii), (iii), (iv) or (v) hereof with respect to any indorser, guarantor or any other party liable for, or whose assets or any interest therein secures, payment of any Indebtedness (Third Party), or the occurrence of any such event with respect to any general partner of Applicant, if Applicant is a partnership; (vii) if any certificate, statement, representation, warranty or audit heretofore or hereafter furnished by or on behalf of Applicant or any Third Party, pursuant to or in connection with this Agreement, or otherwise (including, without limitation, representations and warranties continued herein), or as may be hereinafter enactedan inducement to Bank to extend any credit to or to enter into this or any other agreement with Applicant, homesteadproves to have been false in any material respect at the time as of which the facts therein set forth were stated or certified, doweror to have omitted any substantial contingent or unliquidated liability or claim against Applicant or any such Third Party; or, courtesyif upon the date of execution of this Agreement there shall have been any materially adverse change in any of the facts disclosed by any such certificate, any elective sharestatement, and all other exemptions representation, warranty or marital rights of every kindaudit, which are hereby expressly waived; and the Trustee is authorized and empowered change shall not have been disclosed in writing to execute and deliver a deed Bank at or prior to the purchaser. The sale may be adjourned from day time of such execution; (viii) nonpayment by Applicant when due of any indebtedness for borrowed money owing to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally setany third party, or the occurrence of any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default event which could result in the acceleration of payment of any part such indebtedness; or (ix) the reorganization, merger or consolidation of Applicant (or the indebtedness, enter and take possession making of any agreement therefor) without the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee prior written consent of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Bank.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance (6.1) It shall be an "Event of no further force or effect. But, Default" under this Leasehold Mortgage if the Property Owner (a) The Borrower shall fail to keep pay any principal or interest due under either Note when and as the same becomes due (whether at the stated maturity or at a date fixed for any installment payment or otherwise); or (b) The Borrower shall fail to comply with or perform any of the covenantsterms, conditionsconditions or covenants of either Note, obligations the Loan and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such eventsSecurity Agreement, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally setLeasehold Mortgage, or any adjournment thereofLoan Document described in the Note; or (c) The Borrower or any of its principals shall make an assignment for the benefit of creditors, and may or shall admit in writing its inability to pay debts as they become due, or shall file a petition in bankruptcy, or shall be reset at adjudicated a later date bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting or not contesting the material allegations of a petition filed against it in any such proceedings, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower or any Guarantor or any material part of its properties, or shall not within 90 days after the appointment without the consent or acquiescence of the Borrower or any additional publication. The creditor may bid at Guarantor or a trustee, receiver or liquidator of the Borrower or any sale under this trust material part of its properties have such appointment vacated (or such events or filings occur with respect to any Guarantor); or (d) Borrower shall suffer, consent or permit any conveyance. Property Owner agrees that , sale, assignment, transfer, lien, pledge, mortgage or other encumbrance or alienation of the Trustee may, at Premises or any time after part thereof without the prior written consent of the Lender; or (e) There shall be a default in the payment performance of any terms, conditions or covenants of any other instrument securing or executed in connection with the Note; or (f) Borrower or any Guarantor shall be dissolved, wound up or fail to maintain its legal existence (or, if any Guarantor be an individual, shall die or be adjudged incompetent); or (g) All or a substantial part of the indebtednessPremises shall be damaged or destroyed or be taken under or pursuant to an action in eminent domain; or (h) Borrower shall abandon the Premises; or (i) There shall be an “Event of Default” under the Loan and Security Agreement, enter or Borrower shall be in default of any other agreement, lease, restrictive covenant, declaration, or mortgage encumbering the Premises or executed in connection with this Leasehold Mortgage; or (j) An adverse change in Borrower's business, including the ownership, management, and take possession financial conditions, which in Lender's opinion, impairs any collateral or repayment of the Propertydebt owed; or (k) a default under the Business Credit Card Agreement dated July 6, 2010; or (l) a default or breach by Borrower under the Sublease or any termination, modification or alteration of the Sublease without Lender’s prior written consent; or (m) a breach or default of Borrower under the $1,750,000 Promissory Note or the $200,000 Line of Credit Note, dated February 1, 2011, or under all Mortgages, Assignment, and shall only account for the net rents actually received by him. Property Owner further agrees that, Loan Documents described in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Notes.
Appears in 1 contract
Samples: Agreement
Events of Default and Remedies. Now, if the Property Owner (a) The following shall keep and perform each constitute Events of Default for purposes of the covenantsremedies set forth in Section 18.01(b) hereof: (i) any failure of Tenant to pay any rental or other charges due hereunder within ten (10) days after written notice of such default shall have been mailed to Tenant, conditionsor (ii) if Tenant (A) fails to take possession of and open for business from the Premises fully fixtured, obligations stocked and agreements of staffed on by the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within date thirty (30) days from following the Commencement Date, (B) fails to perform any obligation hereunder prior to such Commencement Date, (C) fails to continuously operate its business pursuant to Section 7.02 for the purpose specified in Section 7.01 hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, (D) fails or refuses to maintain business hours on such days or nights or any parts thereof as provided in Section 7.03 hereof, (E) fails to operate under the name specified in Section 1.01(l) hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, (F) abandons, leaves vacant or deserts the Premises, or (G) permits this Lease to be taken under any writ of execution, or (iii) if there shall be any default by Tenant (or by any person or entity which directly or indirectly controls, is controlled by, or is under common control with Tenant) under any other lease with Landlord (or any person or entity which is affiliated with Landlord or which, directly or indirectly, controls, is controlled by, or is under common control with Landlord, or which is managed by the managing agent utilized by Landlord for the Shopping Center) which shall not be remedied within the applicable grace period, if any, provided therefor under such other lease, or if there shall be any default by Tenant or any entity affiliated with Tenant with respect to any financing or arrangement, if any, relating to items used in, or the operation of business in the Premises, or (iv) any failure to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant for more than thirty (30) days after written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance default shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty have been mailed to Tenant (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereofhowever, the purchaser such period shall be entitled to immediate possession thereof upon extended by Landlord for an additional reasonable period if the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property default is located and, upon the execution and filing of such instrument, a nature that it cannot be cured within thirty [30] days and Tenant has diligently commenced the title herein conveyed curing of such default and is diligently pursuing the same to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:completion).
Appears in 1 contract
Samples: Lease Agreement (Impossible Kicks Holding Company, Inc.)
Events of Default and Remedies. NowThe Payee shall have the ------------------------------ right, if the Property Owner shall keep and perform each of the covenantswithout demand or notice, conditions, obligations and agreements of the Property Owner contained in the to accelerate this Note and to declare the entire unpaid balance hereof and the obligations evidenced hereby immediately due and payable and to seek and obtain payment of this Deed Note upon the occurrence of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in following events of default: (a) the Note and Maker fails to pay any installment of principal payable under this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving interest thereon within twenty (20) days’ notice days after the due date therefor; provided that, without limiting the terms and conditions of Section 11.07 of the Stock Purchase Agreement, it shall not constitute an event of default hereunder if the Maker exercises its rights of offset under Section 11.07 of the Stock Purchase Agreement, provided that the Maker also complies with all escrow requirements applicable to it set forth in such Section 11.07, or (b) the Maker admits in writing its inability to pay its debts generally as they become due, files a case or petition in bankruptcy or a case or petition to take advantage of any bankruptcy, reorganization or insolvency act, makes an assignment for the benefit of creditors, or consents to the appointment of a receiver for itself or for all or substantially all of its property or, on a petition in bankruptcy filed against it, is adjudicated a bankrupt, which judgment, order or decree shall not be appealed within the permitted time period from the date of entry thereof and subsequently vacated. Upon such declaration by three the Payee, the obligations evidenced by this Note shall be immediately due and payable. If the indebtedness evidenced by this Note shall not be paid on the date when due (3subject to the proviso set forth in clause (a) publications in any newspaperabove), daily or weekly, published in thereafter the county in which the Property is located, to sell the Property unpaid principal balance of such indebtedness shall bear interest at the front door rate per annum set forth in Section 1.1 above plus 3% until the past due portion of the Courthouse indebtedness (including all accrued and unpaid interest) is paid, but in said county (or at no event shall such other place at said Courthouse as is usually and customarily used for rate of interest exceed the conduct of foreclosure sales) highest rate permitted by applicable law. The parties hereto agree that the failure timely to make a payment hereunder would cause harm to the highest bidder for cashPayee, at public outcryand it is impracticable and extremely difficult to fix the actual damages that would be sustained should the Maker fail timely to make a required payment hereunder. Accordingly, free the Maker shall pay to the Payee an amount equal to 5% of any delinquent payment due under this Note as a late payment fee and/or liquidated damages. The parties agree that the foregoing liquidated damages are reasonable considering all the facts and circumstances existing as of the date hereof and constitute the parties' good faith estimate of the actual damages reasonably expected to result from the equity failure to pay timely. In the event of redemptionany event of default hereunder, any and the Maker agrees to pay to the Payee all statutory rights of redemption expenses incurred by the Payee, including, without limitation, those provided in T.C.A. Section 66-8-101reasonable fees and disbursements of counsel, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day incurred by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default Payee in the payment of any part of the indebtedness, enter enforcement and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue collection of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Note.
Appears in 1 contract
Samples: Certain Stock Purchase Agreement (Guest Supply Inc)
Events of Default and Remedies. Now, An "Event of Default" shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance following events shall be of no further force or effect. But, if the Property Owner occur: (a) Maker shall fail to keep and perform pay when due any principal of, or interest upon, this Note; (b) Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the covenantsforegoing; (c) an order, conditionsjudgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of maker or appointing a receiver, obligations and agreements in the Note and this Deed trustee, intervenor or liquidator of TrustMaker, or of all or substantially all of its assets, and such defaults are not cured within thirty order, judgment or decree shall continue unstayed and in effect for a period of sixty (3060) days from written notice days; (d) the dissolution or liquidation of Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of Default," as defined in the Security Agreement or the Mortgage, shall occur, (g) any failure to Property Owner specifying such pay, when due, any obligations, whether as to principal, interest or otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Senior Financing Debt and continue past the expiration of any period of grace, if any, with respect thereto provided in the document governing the same, (h) any default or event of default, thenother than a default or event of default occasioned by a failure to pay as described in the preceding clause (g), shall occur with respect to Senior Financing Debt and, by reason thereof, the holder of the Senior Debt accelerates the maturity of all or any part of the Senior Financing Debt and in any of such events, this trust conveyance shall remain in full force and effect, and at declares the option of THDA, all amounts advanced under the Note or hereunder shall become same to be due and payable at onceprior to the stated maturity date thereof, without notice, and (i) the Trustee, acting in person payment of dividends by Maker on or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications with respect to its common stock in any newspaperfiscal year in excess of 50% of Maker's net income after taxes, daily or weekly, published (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the county in which ordinary course of business), and/or (k) a Change of Control shall occur. Upon the Property is locatedoccurrence of any Event of Default hereunder, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cashNoteholder may, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee mayits option, at any time after default in thereafter, (i) declare the payment entire unpaid principal balance and accrued interest upon this Note to be, and the same shall thereupon become, immediately due and payable without the presentment or notice of any part kind, which Maker hereby waives pursuant to Section 4 hereof, and/or (ii) pursue and enforce any of the indebtedness, enter Noteholder's rights and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein remedies available pursuant to any applicable law or agreement; provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located andhowever, upon the execution and filing occurrence of such instrumentany Event of Default specified in clause (b), (c) or (d) of this Section 5,with respect to Maker, without any notice to Maker or any other act by Noteholder, the title herein conveyed principal balance and interest accrued on this Note shall automatically and without necessity of any act by Noteholder become immediately due and payable without presentment, demand, protest or notice of protest, notice of acceleration, notice of intent to the Trustee shall be vested in the successor so appointedaccelerate or other notice of any kind, all of which are hereby waived by Maker. In the event Noteholder agrees to advise Maker promptly if Noteholder is aware of a sale an Event of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Default.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Lease and agreements such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Lessee in the Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessee (A) fails to obtain and maintain the insurance coverage required herein; or (B) fails to observe or perform any other covenant, condition or agreement under this Lease and, in the case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Lessee shall have consolidated with or merged with or into another entity, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Property Owner contained date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) Lessee fails to return the Equipment or fails to return the Equipment in the Note required condition at the expiration of the Term; (vii) a default shall have occurred and this Deed of Trustbe continuing under any contract, then, this trust conveyance shall be of no further force agreement or effect. But, if the Property Owner shall fail to keep document between Lessee and perform any of its other creditors, (viii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and Lessor or any affiliate of Lessor; (ix) if Lessee’s obligations are guaranteed by any other party, an “Event of Default” (under and as defined in a Guaranty executed by any such Guarantor) shall occur; or (x) the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door owners of the Courthouse in said county (capital stock or at such other place at said Courthouse as is usually and customarily used for the conduct units of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse ownership on the date of this Lease entitled to vote for the sale is originally set, election of the board of directors of the Lessee or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that other similar governing body cease to own or do not have the Trustee may, at any time after default unencumbered right to vote in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, aggregate at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing least fifty percent (50%) of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event capital stock or other ownership interest of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Lessee.
Appears in 1 contract
Events of Default and Remedies. NowThe Class A Indenture will define an Event of Default to have occurred whenever, among other things, Jamboree LLC fails to make any payment in respect of principal of or premium on the Class A Notes when the same becomes due and payable and such failure continues for a period of 5 Business Days after the due date of such payment, or fail to make any payment when due of interest on the Class A Notes and such failure continues for a period of 10 days after the due date of such payment; or certain statements made in this Disclosure Statement or the Collateral Documents prove to contain any untrue statement of a material fact or omit to state a material fact; or Jamboree LLC fails to perform or observe certain terms, covenants or agreements contained in the Class A Indenture, the Plan or the Collateral Documents, subject, in certain instances to a 30 day cure period; or Jamboree LLC fails, after any applicable grace period, to pay any principal of or premium, if any, or interest on the Class B Senior Subordinated Secured Notes or any of its other Indebtedness, in an amount exceeding $200,000 (excluding the Class A Notes), when the same becomes due and payable; or any other event occurs or condition exists under any agreement or instrument relating to any such Indebtedness, if the Property Owner effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness is declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or certain events of bankruptcy, insolvency or reorganization occur with respect to Jamboree LLC; or any final judgment or order for the payment of money in excess of $100,000 amount is rendered against Jamboree LLC and either enforcement proceedings have been commenced by any creditor upon such judgment or order or 30 consecutive days shall keep and perform each have passed without a stay of such judgment or order; or the covenantsClass A Indenture or the Collateral Documents, conditionsfor any reason, obligations and agreements cease to create a valid first priority lien (except for liens expressly permitted to be senior to the New Deed of the Property Owner contained Trust in the Note Class A Indenture and this Deed the Collateral Documents) on collateral with respect to the Class A Notes having a value in excess of Trust, then, this trust conveyance shall be of no further force $100,000; or effect. ButJamboree LLC fails to pay any Imposition prior to delinquency or, if the Property Owner Jamboree LLC is prohibited by law from paying such Imposition, Jamboree LLC fails to pay such Imposition within 180 days of Jamboree LLC's receipt of notice of such prohibition; or Jamboree LLC shall fail to keep and perform any of the covenants, conditions, its obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Plan.
Appears in 1 contract
Samples: Jamboree LLC
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each The occurrence of any of the covenantsfollowing events shall constitute an “Event of Default” under this Agreement: (a) Any representation or warranty made or deemed made by the Borrower herein or in any other Loan Document or which is contained in any certificate, conditions, obligations and agreements document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other loan document shall prove to have been incorrect in any material respect on or as of the Property Owner contained in date made or deemed made, or (b) the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner Borrower shall fail to keep and pay any principal of any Loan when due in accordance with the terms thereof or hereof; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder or under any other loan documents, within five days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or (c) Borrower fails to perform any of the covenantsother non-monetary Obligation, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are which failure is not cured within thirty 30 days after the date due; or (30d) days from written (i) the Borrower shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days. If an Event of Default occurs, Lender shall, upon notice thereof to Property Owner specifying such defaultthe Borrower, thenhave the right to accelerate and declare all of the Obligations to be immediately due and payable, increase the interest rate by an additional two percent per annum, and in any of such events, this trust conveyance shall remain in full force exercise all rights and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed remedies accorded it by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:applicable law.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner (a) An Event of Default shall keep and perform each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner occur hereunder if: (i) Lessee shall fail to keep make any payment of rent or other amount owing hereunder when due and such failure shall continue for a period of 10 days; (ii) Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days of written notice thereof being given by National City to Lessee, or if more than 30 days are reasonably required, Lessee fails to commence to diligently perform such obligations within such 30 days; (iii) Lessee shall make any representation or warranty to National City herein or in any document or certificate furnished National City in connection herewith which shall prove to be incorrect at the time made and on the date of any Schedule entered into hereunder; (iv) Lessee or any guarantor of Lessee's obligations hereunder (a "GUARANTOR") shall become insolvent or make an assignment for the benefit of creditors or consent to the appointment of a trustee or receiver, (v) a trustee or receiver shall be appointed for Lessee or a Guarantor or for a substantial part of its property or for the Equipment, or reorganization, arrangement, insolvency, dissolution or liquidation proceedings shall be instituted by or against Lessee or a Guarantor and such appointment or proceedings are not terminated after 60 days; (vi) Lessee or a Guarantor liquidates, dissolves, or enters into any consolidation, merger, or other combination (unless Lessee is the surviving entity after such consolidation or merger), or sells, leases or disposes of a substantial portion of its business or assets, unless (x) the entity formed by the consolidation, or into which Lessee or a Guarantor is merged or the person or entity that acquires all or substantially all of Lessee's or a Guarantor's assets shall be organized under the laws of the covenants, conditions, United States or any state thereof and (y) National City is reasonably satisfied as to the creditworthiness of such person or entity and (z) not less than 30 days prior thereto such person or entity assumes all the obligations of Lessee or a Guarantor hereunder pursuant to an assignment and agreements assumption agreement in form and substance satisfactory to National City; (vii) the Note and this Deed current holders of Trust, and such defaults are 51% of the outstanding capital stock of a Lessee or a Guarantor that is not cured within thirty a publicly traded corporation shall cease to be the shareholders of Lessee or a Guarantor or cease to have the unconditional right to elect a majority of Lessee's or a Guarantor's board of directors (30) days from unless Lessee or a Guarantor shall have provided 60-days' prior written notice to Property Owner specifying such default, thenNational City of the proposed disposition of stock and National City shall have consented thereto in writing); (viii) an individual Guarantor shall become legally incapacitated or die; (ix) Lessee and/or a Guarantor shall suffer an adverse material change in its financial condition from the date hereof, and in as a result thereof National City deems itself or any of such events, this trust conveyance its Equipment to be insecure; or (x) Lessee and/or a Guarantor shall remain be in full force and effect, and at the option of THDA, all amounts advanced default under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, agreement at any time after default in the payment executed with National City or any affiliate or subsidiary of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:National City Corporation.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Cold Metal Products Inc)
Events of Default and Remedies. Now, if the Property Owner shall keep If Xxxxxxxx keeps and perform performs each of the covenants, conditions, obligations and agreements of the Property Owner contained in the Second Note and this Deed of TrustSecurity Instrument, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail Borrower fails to keep and perform any of the covenants, conditions, obligations and agreements in the Second Note and this Deed of TrustSecurity Instrument, and such defaults are not cured within thirty (30) days from written notice to Property Owner Borrower specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDAthe Lender, all amounts advanced under the Second Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ days notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner Xxxxxxxx agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner Xxxxxxxx further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA Lender may, at any time and from time to time, without assigning cause, in THDAXxxxxx’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA Xxxxxx and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property OwnerBorrower, and all persons holding under Property OwnerBorrower, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of TrustSecurity Instrument, the proceeds will be applied by the Trustee:
Appears in 1 contract
Samples: thda.org
Events of Default and Remedies. Now, if the Property Owner (a) The following shall keep and perform each constitute Events of Default for purposes of the covenantsremedies set forth in Section 18.01(b) hereof: (i) any failure of Tenant to pay any rental or other charges due hereunder within ten (10) days after written notice of such default shall have been mailed to Tenant, conditionsor (ii) if Tenant (A) fails to take possession of and open for business from the Premises fully fixtured, obligations stocked and agreements of staffed on by the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within date thirty (30) days from following the Commencement Date, (B) fails to perform any obligation hereunder prior to such Commencement Date, (C) fails to continuously operate its business pursuant to Section 7.02 for the purpose specified in Section 7.01 hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, (D) fails or refuses to maintain business hours on such days or nights or any parts thereof as provided in Section 7.03 hereof, (E) fails to operate under the name specified in Section 1.01(l) hereof except for the occasional failure which is beyond Tenant’s reasonable anticipation and control, (F) abandons, leaves vacant or deserts the Premises, or (G) permits this Lease to be taken under any writ of execution, or (iii) if there shall be any default by Tenant (or by any person or entity which directly or indirectly controls, is controlled by, or is under common control with Tenant) under any other lease with Landlord (or any person or entity which is affiliated with Landlord or which, directly or indirectly, controls, is controlled by, or is under common control with Landlord, or which is managed by the managing agent utilized by Landlord for the Shopping Center) which shall not be remedied within the applicable grace period, if any, provided therefor under such other lease, or if there shall be any default by Tenant or any entity affiliated with Tenant with respect to any financing or arrangement, if any, relating to items used in, or the operation of business in the Premises, or (iv) any failure to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant for more than thirty (30) days after written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance default shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty have been mailed to Tenant (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereofhowever, the purchaser such period shall be entitled to immediate possession thereof upon extended by Landlord for an additional reasonable period if the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property default is located and, upon the execution and filing of such instrument, a nature that it cannot be cured within thirty [30] days and Tenant has diligently commenced the title herein conveyed curing of such default and is diligently pursuing the same to the Trustee shall be vested in the successor so appointedcompletion). In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Impossible Kicks/The Gardens/7/28/2023 19
Appears in 1 contract
Samples: Lease Agreement (Impossible Kicks Holding Company, Inc.)
Events of Default and Remedies. Now(a) Each of the following shall constitute an Event of Default; (i) default for 60 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 Property Owner shall keep and perform each of Notes; (iii) failure by the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force Company or effect. But, if the Property Owner shall fail to keep and perform any of its Restricted Subsidiaries for 75 days after notice by the covenants, conditions, obligations and holder of at least 25% of Notes then outstanding to comply with any of its agreements in the Note Notes; (iv) 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 Restricted Subsidiaries (or the payment of which is guaranteed by 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 dated hereof, which default (a) is caused by a failure to pay at final maturity (giving effect to any applicable grace periods and this Deed any extensions thereof) the principal amount of Trustsuch Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness, and prior to its express maturity and, in each case, the principal amount of any such defaults 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 $20.0 million or more; (v) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $20.0 million, which judgments are not cured within thirty paid, discharged or stayed for a period of 60 days (30net of applicable insurance coverage which is acknowledged in writing by the insurer); (vi) days from written notice the loss of the legal right to Property Owner specifying such default, then, and in operate any Casino by the Company or any of its Restricted Subsidiaries resulting in a cessation of operations for a period of more than 360 days; (vii) the Company or any Significant Subsidiary, pursuant to or under or within the meaning of any Bankruptcy Law (1) commences a voluntary case or proceeding, (2) consents to the entry of any order for relief against it in an involuntary case or proceeding or to the commencement of any case against it, (3) consents to the appointment of a Custodian of it or for any substantial part of its property, (4) makes a general assignment for the benefit of its creditors, (5) files a petition in bankruptcy or answer or consent seeking reorganization or relief, or (6) consents to the filing of such eventspetition or the appointment of or taking possession by a Custodian; and (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (1) is for relief against the Company or any Significant Subsidiary, this trust conveyance shall remain in full force and effectan involuntary case or proceeding, and at or adjudicates the option Company or any Significant Subsidiary insolvent or bankrupt, (2) appoints a Custodian of THDAthe Company or any Significant Subsidiary, all amounts advanced under or for any substantial part of its property, or (3) orders the Note winding up or hereunder shall become due and payable at once, without noticeliquidation of the Company or any Significant Subsidiary, and the Trustee, acting order or decree remains unstayed and in person or through an agent or agents duly appointed by him effect for this purpose, is hereby authorized and empowered, upon giving twenty (20) 60 days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:.
Appears in 1 contract
Samples: Hard Rock Hotel Inc
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) If any one or more of the covenants, conditions, obligations following events (each an “Event of Default”) shall occur and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force continuing beyond any applicable cure or effect. But, if the Property Owner notice period: (i) Company shall fail to keep and perform pay when due or within five days following notice or actual knowledge thereof; (ii) any representation or warranty made by Company in the Recapitalization Agreement shall have been incorrect in any material respect when made, (iii) Company shall default in the due performance or observance by it of any other term, covenant or agreement contained in this Note which default is not cured by Company within 30 days following notice or actual knowledge thereof; (iv) (A) Company or any of the covenantsits consolidated subsidiaries shall (1) default in any payment of any Junior Indebtedness, conditionsother than Junior Indebtedness arising hereunder, obligations and agreements or (2) default in the Note observance or performance of any agreement or condition relating to any Junior Indebtedness, other than Junior Indebtedness arising hereunder, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Junior Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness to become due prior to its stated maturity, or (B) any Junior Indebtedness, other than Indebtedness arising hereunder, of Company shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; provided, however, that it shall not be an Event of Default under this Deed clause (iii) unless the aggregate principal amount of Trustall Junior Indebtedness as described in the preceding clauses (A) and (B) is at least equal to the then outstanding principal amount of this Note; (v) Company shall commence a voluntary case concerning itself under any bankruptcy law of the United States or any other jurisdiction, or an involuntary case is commenced against Company under any such laws, and the petition is not controverted within 10 days, or is not dismissed within 30 days, after commencement of the case, or Company suffers any appointment of any custodian or the like for him or any substantial part of his property to continue undischarged or unstayed for a period of 30 days, or Company makes a general assignment for the benefit of creditors, or Company shall generally not pay its debts as they become due; or (vi) any judgment or decree for the payment of money in excess of the then outstanding principal amount of this Note is entered against Company or any of its consolidated subsidiaries and not paid, or enforcement of such defaults are judgment is not cured stayed within thirty (30) 30 days from written notice to Property Owner specifying after such default, thenjudgment is rendered; THEN, and in any of such eventsevent, Holder may, by notice to Company, declare the entire outstanding principal balance and all accrued and unpaid interest under this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become to be immediately due and payable at oncein full, without noticepresentment, and the Trusteedemand, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amendedprotest, or as may be hereinafter enacted, homestead, dower, courtesy, further notice of any elective share, and all other exemptions or marital rights of every kind, all of which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day waived by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (CDR Cookie Acquisition LLC)
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessees fail to pay any Rent when due under this Lease and agreements such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Lessees in the Lease or in any other Lease Document shall at any time prove to have been incorrect in any material respect as and when made; (iii) Lessees (A) fail to obtain and maintain the insurance coverage required herein; or (B) fail to observe or perform any other covenant, condition or agreement under this Lease and, such failure continues unremedied for a period of fifteen (15) days; (iv) (A) any Lessee which is not an individual shall have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence or any Lessee that is an individual dies or becomes permanently and totally disabled; (v) any Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, reorganization, insolvency or similar proceeding; (D) fails to obtain the discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the Property Owner contained date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) Lessees fail to return the Equipment or fail to return the Equipment in the Note required condition at the expiration of the Term; (vii) a default shall have occurred and this Deed of Trustbe continuing under any contract, then, this trust conveyance shall be of no further force agreement or effect. But, if the Property Owner shall fail to keep document between any Lessee and perform any of its other creditors; (viii) a default shall have occurred and be continuing under any contract, agreement or document between any Lessee and Lessor or any affiliate of Lessor; (ix) if Lessees’ obligations are guaranteed by any other party, an “Event of Default” (under and as defined in a Guaranty executed by any such Guarantor) shall occur; or (x) the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door owners of the Courthouse in said county (capital stock or at such other place at said Courthouse as is usually and customarily used for the conduct units of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse ownership on the date of this Lease entitled to vote for the sale is originally set, election of the board of directors of the Lessee or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that other similar governing body cease to own or do not have the Trustee may, at any time after default unencumbered right to vote in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, aggregate at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing least fifty-one (51%) of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event capital stock or other ownership interest of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Lessee.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Patriot National, Inc.)
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an "Event of Default" hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a "Default" hereunder. (i) Borrower fails to pay any amount of principal and agreements of the Property Owner contained in interest when due under the Note and such failure continues for a period of ten (10) days; (ii) any representation or warranty made by Borrower in this Deed of Trust, then, this trust conveyance shall be of no further force Agreement or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance other Loan Document shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default prove to have been incorrect in any material respect as and when made; (iii) Borrower fails (A) to obtain and maintain the payment of insurance coverage required herein; or (B) fails to observe or perform any part of the indebtednessother covenant, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees thatcondition or agreement under this Agreement or any other Loan Document and, in the event case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower shall have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the Trustee failsbenefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, before selling reorganization, insolvency or similar proceeding; (D) fails to obtain the Property as herein provideddischarge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee appointment of a deed trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) a default shall have occurred and be continuing under any contract, agreement or document between Borrower and Lender or any affiliate of Lender; (vii) if Borrower's obligations are guaranteed by any other party, an "Event of Default" (under and as defined in the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly Guaranty executed by THDA such Guarantor) shall occur; or (viii) a material adverse change in Borrower's existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Borrower to perform its obligations under the Loan Documents shall occur and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:continuing.
Appears in 1 contract
Samples: Loan and Security Agreement (Industrial Services of America Inc /Fl)
Events of Default and Remedies. NowUpon the happening of an event of ------------------------------ default with respect to this Note, if the Property Owner whole sum of principal and interest still outstanding pursuant to the terms of this Note shall keep become due and perform each payable immediately, at the option of the covenantsLender, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not unless said default is cured within thirty (30) days from written notice business days. The following shall constitute events of default hereunder: (1) the failure of the Borrower to Property Owner specifying such defaultpay principal when due and payable; (2) a decree or order by a court having jurisdiction in the premises being entered adjudging the Borrower a bankrupt or insolvent, thenor approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for the Borrower under the Federal bankruptcy laws, or any other similar applicable Federal or state law, and in any such decree or order shall have continued undischarged or unstayed for a period of such events, this trust conveyance shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty sixty (2060) days’ notice by three ; or (3) publications in any newspaper, daily a decree or weekly, published order of a court having jurisdiction in the county premises for the appointment of a receiver, liquidator, trustee or assignee in which the Property is located, to sell the Property at the front door bankruptcy or insolvency of the Courthouse in said county (Borrower, or at such other place at said Courthouse as is usually and customarily used a substantial part of its property or for the conduct winding-up or liquidation of foreclosure sales) to the highest bidder for cashits affairs, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective shareshall have been entered, and all other exemptions such decree or marital rights order shall have remained in force discharged or unstayed for a period of every kind, which are hereby expressly waivedsixty (60) days; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or (4) any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any substantial part of the indebtednessproperty of the Borrower, enter on a consolidated basis, shall be sequestered or attached and take shall not be returned to the possession of the PropertyBorrower or released from such attachment within sixty (60) days thereafter; or (5) the Borrower shall institute proceedings to be adjudicated a voluntary bankrupt or shall consent to the filing of a bankruptcy proceeding against it, and or shall only account file a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or similar applicable Federal or state law, or shall consent to the filing of any such petition, or shall consent to the appointment of a receiver, liquidator, trustee or assignee in bankruptcy or insolvency of it or a substantial part of its property, or shall make an assignment for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee benefit of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:creditors.
Appears in 1 contract
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each (a) Each of the covenantsfollowing events constitutes an “Event of Default” hereunder and any event that, conditionswith the passage of time or the giving of notice, obligations or both, would constitute an Event of Default shall constitute a “Default” hereunder: (i) Lessee fails to pay any Rent when due under this Lease and agreements such failure continues for a period of the Property Owner contained ten (10) days; (ii) any representation or warranty made by Lessee in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force Lease or effect. But, if the Property Owner shall fail to keep and perform any of the covenants, conditions, obligations and agreements in the Note and this Deed of Trust, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and in any of such events, this trust conveyance other Lease Document shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default prove to have been incorrect in any material respect as and when made; (iii) Lessee fails (A) to obtain and maintain the payment of insurance coverage required herein; or (B) fails to observe or perform any part of the indebtednessother covenant, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees thatcondition or agreement under this Lease and, in the event case of clause (B), such failure continues unremedied for a period of fifteen (15) days unless Lessor waives such failure in Lesor’s sole discretion; (iv) Lessee or any Guarantor shall have consolidated with, merged with or into, or conveyed, sold or otherwise transferred all or substantially all of its assets or shall have failed to maintain its corporate existence; (v) Lessee or any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the Trustee failsbenefit of creditors or admits in writing its inability to pay its debts as they mature or generally fails to pay its debts as they become due; (C) initiates any voluntary bankruptcy, before selling reorganization, insolvency or similar proceeding; (D) fails to obtain the Property discharge of any bankruptcy, reorganization, insolvency or similar proceeding initiated against it by others within sixty (60) days of the date such proceedings were initiated; (E) requests or consents to the appointment of a trustee, custodian or receiver or other officer with similar powers for itself or a substantial part of its property; or (F) a trustee, custodian or receiver or other officer with similar powers is appointed for itself or for a substantial part of its property; (vi) Lessee fails to return the Equipment or fails to return the Equipment in the required condition at the expiration of the Term; (vii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee and any of its other creditors, (viii) a default shall have occurred and be continuing under any contract, agreement or document between Lessee or any Guarantor and Lessor or any affiliate of Lessor; (ix) if Lessee’s obligations are guaranteed by any other party, an “Event of Default” (under and as herein defined in the Guaranty executed by such Guarantor) shall occur; (x) a material adverse change in Lessee’s existing or prospective financial condition or results of operations since the date hereof which may affect the ability of Lessee to perform its obligations under the Lease Documents shall occur and be continuing; or (xi) the individuals who as of the date of this Agreement are members of the Board of Directors of the Lessee (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, to enter and take possession thereofhowever, that if the purchaser shall be entitled to immediate possession thereof upon the delivery to him election, or nomination for election by the Trustee Lessee’s shareholders, of any new director was approved by a deed for the Property. THDA may, vote of at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint least a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale majority of the Property under and by virtue Incumbent Board, such new director shall, for purposes of this trustAgreement, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will considered as a member of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:Incumbent Board.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Advanced Photonix Inc)
Events of Default and Remedies. Now, if the Property Owner shall keep and perform each The occurrence of the covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner shall fail to keep and perform any of the covenantsfollowing shall be an "Event of Default" hereunder: (a) failure of Borrower to make any payment when due under this Note or under any other note or obligation of Borrower to Lender; (b) an Event of Default under the Security Documents, conditionsor any default under any of the following that does not have a defined set of "Events of Default" and the lapse of any notice or cure period provided therein: any other agreement, obligations document or instrument between Borrower and agreements Lender; (c) if Borrower shall (i) make an assignment for the benefit of creditors, (ii) have a petition initiating any proceeding under the Bankruptcy Code filed by or against one or more of them, (iii) have a receiver, trustee, or custodian appointed for all or any material part of Borrower’s assets, or (iv) seek to make an adjustment, settlement or extension of their respective debts with his, her or its (as the case may be) creditors generally; (d) a proceeding being filed by or commenced against Borrower for dissolution or liquidation, or Borrower voluntarily or involuntarily terminating or dissolving or being terminated or dissolved; (e) in the event a judgment or writ or order of attachment or garnishment is made and issued against Borrower or Borrower’s property; (f) any representation or warranty made by Borrower to Lender in any document, including but not limited to the Security Documents, or any other documents now or in the future securing the obligations of Borrower to Lender, is false or erroneous in any material respect; (g) the failure of Borrower to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with this Note and or any of the Security Documents; (h) in the event Lender in good xxxxx xxxxx itself insecure with respect to payment of this Deed Note, or in good faith believes the prospect of Trustpayment is impaired, and such defaults are not cured within thirty (30) days from written notice to Property Owner specifying such default, then, and or Lender determines in the exercise of its sole judgment that Lender’s perfection in any of such eventsthe Collateral is impaired; or (i) the failure of any Borrower to observe or perform any covenant or other agreement with Lender contained in any document, this trust conveyance shall remain including but not limited to the Security Documents or any documents now or in full force and effectthe future securing the obligations of Borrower to Lender. Upon the occurrence of an Event of Default: (i) the outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, and at the option of THDA, all amounts advanced under the Note holder and without demand or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty notice of any kind (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale ), may be adjourned accelerated and become immediately due and payable, (ii) this Note, together with all arrearages of interest will from day the date of the occurrence of the Event of Default bear interest at the Default Rate, (iii) Borrower will pay to day Lender all reasonable attorneys’ fees, court costs and expenses incurred by Lender in connection with Lender's efforts to collect the indebtedness evidenced by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereofNote, and may (iv) the liability of Borrower hereunder shall be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that limited to and satisfied exclusively from the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the PropertyCollateral, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDALender’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument remedy in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale default under this Deed of TrustNote is to foreclose its lien and security interest against the Collateral, the proceeds will be applied by the Trustee:it being understood that this is a non-recourse Note.
Appears in 1 contract
Samples: Non (Platina Energy Group Inc.)
Events of Default and Remedies. Now, An “Event of Default” shall exist hereunder if the Property Owner shall keep and perform each any one or more of the covenants, conditions, obligations following events shall occur and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner continuing: (a) Maker shall fail to keep pay when due, any principal or interest upon this Note and perform such failure shall continue for more than 15 business days; (b) any representation or warranty made by Maker to Payee herein, in any other Loan Document or in any other agreement or document shall prove to be untrue or inaccurate in any material respect; (c) any default shall occur in the performance of any of the covenants, conditions, obligations and covenants or agreements of Maker contained herein or in the Note and this Deed of Trust, any other Loan Document and such defaults are default shall not be cured by Maker within thirty (30) 15 business days from following Maker’s receipt of written notice to Property Owner specifying of such default; (d) this Note or any other Loan Document shall cease to be the legal, thenvalid, and binding agreement enforceable against Maker in accordance with its terms or shall in any of such events, this trust conveyance way be terminated or become or be declared ineffective or inoperative or shall remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at once, without notice, and the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaperway whatsoever cease to give or provide the rights, daily titles, interests, remedies, powers or weekly, published in the county in which the Property is located, privileges intended to sell the Property at the front door of the Courthouse in said county be created thereby (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided if Lender’s security interest in T.C.A. Section 66-8-101the Collateral is not effective); or (e) Maker shall (i) apply for or consent to the appointment of a receiver, trustee, intervenor, custodian or liquidator of itself or of all or a substantial part of its assets, (ii) be adjudicated a bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as amendedthey become due, (iii) make a general assignment for the benefit of creditors, (iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or as may (v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (f) an order, judgment or decree shall be hereinafter enactedentered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Maker or appointing a receiver, homesteadtrustee, dowerintervenor or liquidator of Maker, courtesy, any elective shareor of all or substantially all of its assets, and all other exemptions such order, judgment or marital rights decree shall continue unstayed and in effect for a period of every kindsixty (60) days. Upon the occurrence of any Event of Default, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee Lender hereof may, at any time after default in its option, (A) declare the payment entire unpaid balance of principal and accrued interest upon this Note to be immediately due and payable without presentment or notice of any part kind which Maker waives pursuant to Section 7 hereof, (B) reduce any claim to judgment, and/or (C) pursue and enforce any of the indebtednessPayee’s rights and remedies available pursuant to any applicable law or any Loan Document (including, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereofwithout limitation, the purchaser shall be entitled right under the Pledge Agreement to immediate possession thereof upon replace ExchangeRight as the delivery to him by the Trustee owner of a deed for the Property. THDA may, at any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:SPE).
Appears in 1 contract
Samples: Subordination Agreement (ExchangeRight Income Fund)
Events of Default and Remedies. NowWithout notice or demand (which are hereby waived), if the Property Owner entire unpaid principal balance of, and all accrued but unpaid interest on, this Note shall keep immediately become due and perform each payable at the option of the covenants, conditions, obligations and agreements holder hereof upon the occurrence of any Event of Default. The occurrence of any one or more of the Property Owner contained in following shall constitute an Event of Default hereunder (each an "Event of Default"): (a) a failure by Maker to make any payment of principal or interest on this Note or any other payment required of Maker by the Note Loan Documents when due and this Deed such failure continues for a period of Trust, then, this trust conveyance shall be of no further force or effect. But, if the Property Owner five (5) days after Payee has provided notice to Maker via facsimile; (b) Maker shall fail to keep observe or perform any obligation, requirement, covenant or restriction to be observed or performed by it under the Security Agreement or any other Loan Document (other than a payment described in subparagraph (a) above) and perform such failure continues for a period of five (5) days after Payee has provided notice to Maker via facsimile, or a default or event of default occurs under any other Loan Document which is not cured within any applicable grace period provided therein; (c) any representation or warranty made by Maker to Payee in any of the covenantsLoan Documents or in any financial statement, conditionsrepresentation, obligations and agreements warranty or certificate made or furnished to Payee in connection with the Note and this Deed Security Agreement or any of Trustthe other Loan Documents, and such defaults are or the Purchase Agreement, or as an inducement for Payee to enter into the Security Agreement, the other Loan Documents or the Purchase Agreement, shall be false, misleading, incorrect or incomplete in any material respect; (d) the appointment of a receiver, trustee, conservator, or liquidator of Maker, any guarantor of any of the Obligations (a "Guarantor"), the Collateral or any part thereof, or any other property of Maker or of any Guarantor which is not cured dismissed within thirty (30) days from written notice to Property Owner specifying such defaultafter its filing; (e) a filing by Maker or any Guarantor of a voluntary petition seeking an entry of an order for relief as a debtor in a proceeding under the United States Bankruptcy Code or seeking reorganization or rearrangement or taking advantage of any bankruptcy, theninsolvency, and liquidation, conservatorship, receivership, moratorium, rearrangement, reorganization or other similar law for the relief of debtors, or an answer by Maker or any Guarantor admitting the material allegations of a petition filed against Maker or a Guarantor, as the case may be, in any bankruptcy, reorganization, insolvency, conservatorship, or similar proceeding, or an admission by Maker or any Guarantor in writing of such eventsan inability to generally pay its, this trust conveyance shall remain his or their debts as they become due; (f) the making by Maker or any Guarantor of a general assignment for the benefit of creditors; (g) failure of Maker to generally pay its debts as they mature or failure of any Guarantor to generally pay its debts when they mature; (h) the filing of a petition or entry of an order for relief by or against Maker or any Guarantor as debtor in full force a proceeding under the United States Bankruptcy Code by any court of competent jurisdiction, or approving a petition seeking reorganization of Maker or any Guarantor or an arrangement of their debts, or appointing a receiver, trustee, conservator, or liquidator of Maker or any Guarantor, the Collateral or any party thereof, or any other property of Maker or of any Guarantor not dismissed within thirty (30) days after filing; (i) the occurrence of a default by Maker or any Guarantor, or an event or condition which, with the giving of notice or passage of time, or both, would constitute a default by Maker or any Guarantor under any agreement between Maker or any Guarantor and effectPayee; (j) the liquidation, and at the option termination, or dissolution of THDA, all amounts advanced Maker or any Guarantor; (k) if Maker or any Guarantor repudiates any of its obligations under the Note or hereunder shall become due and payable at once, without notice, and contests the Trustee, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published validity of the security interest granted in the county in which Security Agreement or the Property is located, to sell the Property at the front door enforceability of the Courthouse in said county (or at such other place at said Courthouse as is usually rights and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those remedies provided in T.C.A. Section 66-8-101the Security Agreement; (l) Maker or any Guarantor shall have concealed, as amendedremoved, or as may permitted to be hereinafter enactedconcealed or removed, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtednessits property, enter and take possession with intent to hinder, delay or defraud its creditors or any of the Propertythem, and or made or suffered a transfer of any of its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or shall only account have made any transfer of its property to or for the net rents actually received by him. Property Owner further agrees thatbenefit of a creditor at a time when other creditors similarly situated have not been paid; or have suffered or permitted, in the event the Trustee failswhile insolvent, before selling the Property as herein provided, any creditor to enter and take possession thereof, the purchaser obtain a lien upon any of its property through legal proceedings or distraint; (m) Maker or any Guarantor shall be entitled in default of an obligation to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at pay any time and from time to time, without assigning cause, in THDA’s sole and absolute discretion, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed to the Trustee shall be vested in the successor so appointed. In the event of a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:indebtedness greater than Fifty Thousand
Appears in 1 contract
Events of Default and Remedies. Now, We may cancel any Contract and liquidate our position in the currency of such Contract if the Property Owner shall keep and perform each performance of the covenants, conditions, obligations and agreements Contract by you or us becomes unlawful as a result of the Property Owner contained adoption of, or any change in, any applicable law after the date on which the Contract is entered into, or as a result of the promulgation of or any change in, or in the Note interpretation by any court or tribunal or regulatory authority with competent jurisdiction of, any applicable law after such date. Upon the occurrence and this Deed at any time during the continuance of Trustany of the following events (each, thenan "Event of Default"), this trust conveyance shall be we may also cancel any or all the outstanding Contracts and liquidate our position in the currency of no further force such Contracts and setoff against any of your cash, deposit accounts, securities, securities accounts or effect. Butother property we hold or any obligation we have to you to recover any amounts you owe to us as a result of, if the Property Owner shall or in connection with, such cancellation or liquidation: (a) you fail to keep and give us settlement instructions as provided in this Agreement; (b) you fail for any other reason to settle a Contract on its Settlement Date; (c) you fail to perform any of the covenants, conditions, your agreements or obligations and agreements under this Agreement or any Contract; (d) any representation or warranty made by you to us under this Agreement or any Contract is incorrect or misleading in the Note and this Deed of Trust, and such defaults are not cured within thirty any material respect when made or repeated or deemed to have been made or repeated; (30e) days from written notice to Property Owner specifying such a default, then, and in event of default or other similar condition or event (however described) occurs under one or more agreements or instruments relating to any of your obligations (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money ("Indebtedness") which has resulted in such eventsIndebtedness becoming, this trust conveyance shall remain in full force and effector becoming capable at such time of being declared, and at the option of THDA, all amounts advanced under the Note or hereunder shall become due and payable at onceunder such agreements or instruments, without noticebefore it would otherwise have been due and payable; (f) you (i) dissolve or liquidate, and (ii) are not generally paying your debts as they become due, (iii) become insolvent, however such insolvency may be evidenced, or (iv) make any general assignment for the Trusteebenefit of creditors; (g) a petition is filed by or against you seeking your liquidation or reorganization under the Bankruptcy Reform Act, acting in person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (20) days’ notice by three (3) publications in any newspaper, daily or weekly, published in the county in which the Property is located, to sell the Property at the front door Title 11 of the Courthouse in said county (or at such other place at said Courthouse as is usually and customarily used for the conduct of foreclosure sales) to the highest bidder for cash, at public outcry, free from the equity of redemption, any and all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101United States Code, as amended, amended or as may be hereinafter enacted, homestead, dower, courtesy, any elective share, and all other exemptions or marital rights of every kind, which are hereby expressly waived; and the Trustee is authorized and empowered to execute and deliver a deed to the purchaser. The sale may be adjourned from day to day by the Trustee or his agent or successor, by announcement at the Courthouse on the date the sale is originally set, or any adjournment thereof, and may be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Property Owner agrees that the Trustee may, at any time after default in the payment of any part of the indebtedness, enter and take possession of the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall be entitled to immediate possession thereof upon the delivery to him by the Trustee of a deed for the Property. THDA may, at any time and recodified from time to time, without assigning causeor a similar action is brought by or against you under any federal, in THDA’s sole and absolute discretionstate or foreign law; (h) a proceeding is instituted by or against you for any relief under any bankruptcy, remove the Trustee herein named and appoint a successor to execute this trust, by an instrument in writing duly executed by THDA and filed for record in the county in which the Property is located and, upon the execution and filing of such instrument, the title herein conveyed insolvency or other law relating to the Trustee shall be vested relief of debtors, reorganization, readjustment or extension of indebtedness or composition with creditors; (i) a custodian or a receiver is appointed for, or a writ or order of attachment, execution or garnishment is issued, xxxxxd or made against, any of your property or assets; (j) an application is made by any of your judgment creditors for an order directing us to pay over money that we hold from you or to deliver other of your property; (k) any government authority or any court takes possession of any substantial part of your property or assets or assumes control over your affairs, or (l) we in the successor so appointed. In the event of our sole discretion make a sale of the Property under and by virtue of this trust, the Property Owner, and all persons holding under Property Owner, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed commercially reasonable determination that such cancellation is necessary to the purchaser. Upon any sale under this Deed of Trust, the proceeds will be applied by the Trustee:protect us.
Appears in 1 contract
