Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company shall fail to 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 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 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.
Appears in 2 contracts
Samples: Avicena Group, Inc., Avicena Group, Inc.
Events of Default and Remedies. An “EVENT OF DEFAULT” Now, if the Property Owner shall exist hereunder if any one or more keep and perform each of the following events covenants, conditions, obligations and agreements of the Property Owner contained in the Note and this Deed of Trust, then, this trust conveyance shall occur and be continuing: (a) of no further force or effect. But, if the Company Property Owner shall fail to pay when due any principal of, or interest upon, this Note or the Obligation keep 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 or covenants, conditions, obligations and agreements contained herein or in any other Loan Document the Note and this Deed of Trust, and such failure shall continue unremedied for defaults are not cured within thirty (30) days after from written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or Property Owner specifying such default, then, and in any other Loan Document of such events, this trust conveyance shall prove to be untrue remain in full force and effect, and at the option of THDA, all amounts advanced under the Note or inaccurate hereunder shall become due and payable at once, without notice, and the Trustee, acting in any material respect; person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (d20) the Company shall (1) apply for or consent to the appointment of a receiver, 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 writing that it is unable to pay its debts as they become due, days’ notice by three (3) make a general assignment 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 benefit conduct of creditorsforeclosure sales) to the highest bidder for cash, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage at public outcry, free from the equity of redemption, any bankruptcy or insolvency lawsand all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or (5) file an answer admitting 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 material allegations ofTrustee 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 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assetsadjournment thereof, and such ordermay 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, 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; or (h) the Company shall at any time after default in the payment of any indebtedness part of such Company in excess the indebtedness, enter and take possession of $250,000 individually or the Property, and shall only account for the net rents actually received by him. Property Owner further agrees that, in the aggregate or default event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall occur in respect be entitled to immediate possession thereof upon the delivery to him by the Trustee 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) a deed for the payment of money in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)Property. Upon the occurrence of any Event of Default hereunder, then the holder hereof THDA may, at its optionany time and from time to time, (i) declare without assigning cause, in THDA’s sole and absolute discretion, remove the entire unpaid principal balance Trustee herein named and accrued interest 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 Obligation execution and filing of such instrument, the title herein conveyed to the Trustee shall 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, vested in the case successor so appointed. In the event of any Event a sale of Default specified in PARAGRAPH (d) or (e) the Property under and by virtue of this SECTION 4 with respect 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 Company, without purchaser. Upon any notice to the Company or any other act by Xxxxxxsale under this Deed of Trust, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived proceeds will be applied by the Company.Trustee:
Appears in 2 contracts
Samples: thda.org, s3.amazonaws.com
Events of Default and Remedies. An “EVENT OF DEFAULT” Section 6.1 The following shall exist hereunder if any one or more each be "Events of Default" under this Project Agreement: the following events shall occur and be continuing: (a) failure by the Company shall fail to pay when due observe and perform any principal ofcovenant contained in Sections 2.1(g) (Retail Sales Limitation), or interest upon2.1(i) (Company Existence), this Note or the Obligation 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 7.6 (Agency Fees) 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 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 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 have continued for a period of thirty (30) daysdays after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any 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 failure by the Company to pay the Recapture Benefits on the date due and such failure shall have continued for a period of ten (10) days after the Agency 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 in the case of any such default which can be cured with due diligence but not within such thirty (f30) 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 Company; or the failure by the Company to release, stay, discharge, lift or bond within one-hundred twenty (g120) a Change days any execution, garnishment, judgment or attachment of Controlsuch consequence as may impair its ability to carry on its operations; or (h) the failure by the Company shall default in the payment of any 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 generally to any such indebtedness and such default shall continue for more than the period of grace, if any, specified thereinpay its debts as they become due; or (i) any final judgment(s) an assignment by the Company for the payment benefit of money creditors; or the commencement by the Company (as the debtor) of a case in excess bankruptcy or any proceeding under any other insolvency law; or the commencement of the sum of $250,000 individually a case in bankruptcy or in the aggregate shall be rendered any proceeding under any other insolvency law against the Company and such judgment(s) shall not be satisfied (as the debtor), wherein a court having jurisdiction over the Project enters a decree or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which order for relief against the Company waives pursuant as the debtor, or such case or proceeding is consented 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to by the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protestremains undismissed for one-hundred twenty (120) days, or other notice 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 charge of any kind, substantially all of which are hereby waived by the Companyproperty of the Company for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. An “EVENT OF DEFAULT” "Event of Default" shall ------------------------------------------ exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company Maker shall fail to pay when due any principal of, or interest upon, this Note or the any other Obligation and such failure shall continue for five ten (510) Business Days after days following the date Payee notifies Maker of such payment became duefailure; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company Maker to Lender Payee herein or in any other Loan Document the Security Agreement shall prove to be untrue or inaccurate in any material respectrespect and shall continue to be untrue or inaccurate thirty (30) days 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; (d) default shall occur in the Company 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, intervenerintervenor, custodian, 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, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (eg) an order, judgment, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company Maker or appointing a receiver, trustee, intervener, intervenor or liquidator of the CompanyMaker, or of all or substantially all of its or their assets, and such order, judgment, judgment or decree shall continue unstayed and in effect for a period of thirty sixty (3060) 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; (fi) the dissolution or liquidation termination of the CompanyMaker; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 (ij) any final judgment(s) for the payment of money in excess of the sum of $250,000 individually or 100,000 in the aggregate shall be rendered against the Company Maker and such judgment(s) judgment or judgments shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s its assets could be lawfully sold to satisfy such judgment(s)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 hereunderhereunder or under the Security Agreement, then in any such event the holder hereof may, at its option, (i) declare the entire unpaid balance of principal balance of and accrued interest upon the this Note and any other Obligation to be immediately due and payable without presentment or notice of any kind which the Company Maker waives pursuant to SECTION 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.,
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. An “EVENT OF DEFAULT” "Event of Default" shall exist hereunder if any one or more of the following events shall occur and be continuingoccur: (a) the Company Maker shall fail to 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 dueNote; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) the Company Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenerintervenor, custodian, 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, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ec) an order, judgment, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company maker or appointing a receiver, trustee, intervener, intervenor or liquidator of the CompanyMaker, or of all or substantially all of its assets, and such order, judgment, judgment or decree shall continue unstayed and in effect for a period of thirty sixty (3060) days; or (fd) the dissolution or liquidation of Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of Default," as defined in the Company; Security Agreement or the Mortgage, shall occur, (g) a Change of Control; any failure to pay, when due, any obligations, whether as to principal, interest or (h) otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Company shall default in Senior Financing Debt and continue past the payment expiration of any 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; with respect thereto provided in the document governing the same, (h) any default or event of default, other 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 declares the same to be due and payable prior to the stated maturity date thereof, (i) any final judgment(s) for the payment of money dividends by Maker on or with respect to its common stock in any fiscal year in excess of the sum 50% of $250,000 individually or Maker's net income after taxes , (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the aggregate ordinary course of business), and/or (k) a Change of Control shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)occur. Upon the occurrence of any Event of Default hereunder, then the holder hereof Noteholder may, at its option, at any time thereafter, (i) declare the entire unpaid principal balance and accrued interest upon this Note to be, and the Obligation to be same shall thereupon become, immediately due and payable without the presentment or notice of any kind kind, which the Company Maker hereby waives pursuant to SECTION 3 hereinSection 4 hereof, and/or (ii) pursue and enforce any of Lender’s Noteholder's rights and remedies available pursuant to any applicable law or agreement; provided, however, in upon the case occurrence of any Event of Default specified in PARAGRAPH clause (b), (c) or (d) or (e) of this SECTION 4 with Section 5,with respect to the CompanyMaker, without any notice to the Company Maker or any other act by XxxxxxNoteholder, the 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 accelerate or other notice of any kind, all of which are hereby waived by the CompanyMaker. Noteholder agrees to advise Maker promptly if Noteholder is aware of an Event of Default.
Appears in 2 contracts
Samples: Tyler Corp /New/, Tyler Corp /New/
Events of Default and Remedies. An “EVENT OF DEFAULT” Section 6.1 The following shall exist hereunder if any one or more each be "Events of Default" under this Project Agreement: the following events shall occur and be continuing: (a) failure by the Company shall fail to pay when due observe and perform any principal ofcovenant contained in Sections 2.1(e), or interest upon2.1(g), this Note or the Obligation 2.1(i), 2.1(j), 2.1(k), 4.3, 4.5, 4.6, 4.7, 5.1, 5.2, 7.1 and 7.6 hereof 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 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 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 have continued for a period of thirty (30) daysdays after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any 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 failure by the Company to pay the Recapture Benefits on the date due, and such failure shall have continued for a period of fifteen (15) days after the Agency 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 in the case of any such default which can be cured with due diligence but not within such thirty (f30) 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 Company; or the failure by the Company to release, stay, discharge, lift or bond within on hundred twenty (g120) a Change days any execution, garnishment, judgment or attachment of Controlsuch consequence as may impair its ability to carry on its operations; or (h) the failure by the Company shall default in the payment of any 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 generally to any such indebtedness and such default shall continue for more than the period of grace, if any, specified thereinpay its debts as they become due; or (i) any final judgment(s) an assignment by the Company for the payment benefit of money creditors; or the commencement by the Company (as the debtor) of a case in excess bankruptcy or any proceeding under any other insolvency law; or the commencement of the sum of $250,000 individually a case in bankruptcy or in the aggregate shall be rendered any proceeding under any other insolvency law against the Company and such judgment(s) shall not be satisfied (as the debtor), wherein a court having jurisdiction in the premises enters a decree or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which order for relief against the Company waives pursuant as the debtor, or such case or proceeding is consented 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to by the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protestremains undismissed for one hundred (120) days, or other notice 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 charge of any kind, substantially all of which are hereby waived by the Companyproperty of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Appears in 2 contracts
Samples: Project Agreement, Project Agreement
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Lessee fails to pay any Rent when due any principal of, or interest upon, under this Note or the Obligation Lease and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by Lessee in the Company to Lender herein Lease or in any other Loan Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Lessee (A) fails to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Lease and, in the Company case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Lessee shall (1) apply for have consolidated with or consent to the appointment of a receiver, trustee, intervener, custodianmerged with or into another entity, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree document between Lessee and any of its other creditors, (viii) a default shall have occurred and be entered 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 court other party, an “Event of competent jurisdiction or other competent authority approving Default” (under and as defined in a petition seeking reorganization of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, and Guaranty executed by any such order, judgment, or decree Guarantor) shall continue unstayed and in effect for a period of thirty (30) daysoccur; or (fx) the dissolution or liquidation owners of the Company; capital stock or (g) a Change other units of Control; ownership on the date of this Lease entitled to vote for the election of the board of directors of the Lessee or (h) other similar governing body cease to own or do not have the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or unencumbered right to vote 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten fifty percent (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e50%) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, such capital stock or other notice ownership interest of any kind, all of which are hereby waived by the CompanyLessee.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more a. Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Borrower fails to pay any amount of principal and interest when due any principal of, or interest upon, this under the Note or the Obligation and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by the Company to Lender herein Borrower in this Agreement or in any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Borrower fails (A) to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Agreement or any other Loan Document and, in the Company case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower shall (1) apply for have consolidated with, merged with or consent to the appointment of a receiver, trustee, intervener, custodianinto, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree document between Borrower and Lender or any affiliate of Lender; (vii) a default shall have occurred and be entered continuing under any contract, agreement or document between Borrower and any of its other creditors, (viii) if Borrower’s obligations are guaranteed by any court other party, an “Event of competent jurisdiction Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (ix) a material adverse change in Borrower’s existing or other competent authority approving a petition seeking reorganization prospective financial condition or results of operations since the Company appointing a receiver, trustee, intervener, or liquidator date hereof which may affect the ability of Borrower to perform its obligations under the Company, or of all or substantially all of its assets, Loan Documents shall occur and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) daysbe continuing; or (fx) the dissolution or liquidation owners of the Company; capital stock or (g) a Change other units of Control; ownership on the date of this Agreement entitled to vote for the election of the board of directors of the Borrower or (h) other similar governing body cease to own or do not have the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or unencumbered right to vote 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten ninety percent (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e90%) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, such capital stock or other notice ownership interest of any kind, all of which are hereby waived by the CompanyBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Industrial Services of America Inc /Fl)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if The Class A Indenture will define an Event of Default to have occurred whenever, among other things, Jamboree LLC fails to make any one payment in respect of principal of or more of premium on the following events shall occur Class A Notes when the same becomes due and be continuing: (a) the Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation payable and such failure shall continue continues for five (5) a period of 5 Business Days after the due date of such payment, or fail to make any payment became duewhen 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 (b) certain statements made in this Disclosure Statement or the Company shall fail 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 any of the or observe certain terms, covenants or agreements contained herein 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 Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; event occurs or (c) condition exists under any representation agreement or warranty made by the Company to 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 a receiver, 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 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 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; or (h) the Company shall default in the payment of any 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 instrument relating to any such indebtedness and such default shall continue for more than the period of graceIndebtedness, if any, specified thereinthe 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 (i) 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(s) 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 have passed without a stay of such judgment or order; or the sum Class A Indenture or the Collateral Documents, for any reason, cease to create a valid first priority lien (except for liens expressly permitted to be senior to the New Deed of $250,000 individually or Trust in the aggregate shall be rendered against Class A Indenture and the Company and such judgment(sCollateral Documents) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 collateral with respect to the CompanyClass A Notes having a value in excess of $100,000; or Jamboree LLC fails to pay any Imposition prior to delinquency or, without any notice if Jamboree LLC is prohibited by law from paying such Imposition, Jamboree LLC fails to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other pay such Imposition within 180 days of Jamboree LLC's receipt of notice of any kind, all of which are hereby waived by such prohibition; or Jamboree LLC shall fail to perform its obligations under the CompanyPlan.
Appears in 1 contract
Samples: Jamboree LLC
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any Event of Default is defined in the Notes as one or more of the following events shall occur and be continuingoccurring: (a1) the Company shall fail to pay defaults in the payment of interest on any Note when the same becomes due any principal of, or interest upon, this Note or and payable and the Obligation and such failure shall continue default continues for five a period of 10 days; (5) Business Days after such payment became due; or (b2) the Company shall fail 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 perform comply with any of its other agreements or covenants in, or provisions of, the covenants or agreements contained herein or in any other Loan Document Notes, and such failure shall continue unremedied the default continues for thirty (30) days the period and after written the notice thereofspecified below; or (c) any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate document executed and delivered in connection with the Notes was false in any material respectrespect 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 holder or holders of at least $1,000,000 in principal amount of such indebtedness cause such $1,000,000 (dor more) in principal amount of 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 shall pursuant to or within the meaning of any bankruptcy law: (1a) apply commences a voluntary case; (b) consents to the entry of an order for or consent relief against it in an involuntary case; (c) consents to the appointment of a receiver, trustee, intervener, custodian, custodian of it or liquidator of itself or of for all or a substantial part substantially all of its assets, property; (2d) 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 makes a general assignment for the benefit of its 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 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 other competent authority approving decree under any bankruptcy law that: (a) is for relief against the Company in an involuntary case; (b) appoints a petition seeking reorganization custodian of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of for all or substantially all of its assets, 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 order, judgment, or decree shall continue judgment remains unstayed and is in effect for a period of thirty (30) 60 consecutive days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) if the Company shall default assert, in any pleading filed in such a court, that any of the payment documents delivered in connection with the Notes are invalid or unenforceable. If an Event of any indebtedness 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 Company case, the respective holders of at least a majority in excess principal amount of $250,000 individually or in the aggregate or default shall occur in respect of any note or credit agreement relating then outstanding Notes, by notice to any such indebtedness and such default shall continue for more than the period of graceCompany, may declare the unpaid principal of, premium, if any, specified therein; or (i) and any final judgment(s) for accrued interest on all the payment of money in excess of Notes to be due and payable. Upon such declaration, the sum of $250,000 individually or in the aggregate principal, premium, if any, and interest shall be rendered against the Company due and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)payable immediately. Upon the occurrence of any If an Event of Default hereunderspecified in clause (6) or (7) above occurs with respect to the Company, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance such an amount shall ipso facto become and accrued interest upon the Obligation to be immediately due and payable without presentment any declaration or notice other act on the part of any kind which Holder. The Holders of a majority in aggregate principal amount of the Company waives pursuant to SECTION 3 hereinNotes then outstanding may, and/or (ii) pursue and enforce on behalf of the Holders of all the Notes, waive any of Lender’s rights and remedies available pursuant to any applicable law past Default or agreement; provided, however, in the case of any Event of Default specified and its consequences, except Default in PARAGRAPH the payment of principal, of premium, if any, or interest on the Notes (dother than the nonpayment of principal, of premium, if any, and interest on the Notes that has become due solely by virtue of an acceleration that has been duly rescinded as provided above) or (e) in respect of this SECTION 4 with respect to a covenant or provision of the Company, Notes that cannot be modified or amended without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice consent of any kind, all of which are hereby waived by the CompanyHolders.
Appears in 1 contract
Samples: BLC Financial Services Inc
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if (A) If any one or more of the following events shall occur occur, any such event shall constitute an "Event of Default" hereunder and be continuing: Borrower shall provide Lender with immediate notice thereof (i) Borrower's failure to repay the Obligations, or any portion thereof on the date the Obligations, or any portion thereof, are due and 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 provisions of this Agreement; (iv) if Borrower shall (a) the Company shall fail to 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 writing that it is unable to pay its debts as they become due, (3) make a general an assignment for the benefit of creditors, (4b) 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 material allegations of a petition filed against Borrower in any bankruptcy or similar proceeding in which Borrower is the party seeking reorganization relief, (f) seek, consent to, or an arrangement with creditors or to take advantage acquiesce in, the appointment 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 appointing a receiver, similar trustee, intervenerreceiver, 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 Subparagraph (A) the Companyterm "insolvent" shall be defined as and shall mean Borrower's inability to pay Borrower's debts, or any of all or substantially all of its assetsthem, as those debts become due and such order, judgment, or decree payable and which inability 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Companybusiness days.
Appears in 1 contract
Samples: Loan Agreement (Royal Country Club & Recreation Holdings, Inc.)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Borrower fails to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or the Obligation and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by the Company to Lender herein Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the Company 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 (1) apply for have consolidated with or consent to the appointment of a receiver, trustee, intervener, custodianmerged with or into another entity, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Borrower or insolvent any Guarantor that is an individual dies or file becomes permanently and totally disabled; (vi) Borrower or any Guarantor (A) ceases doing business as a voluntary petition going concern; (B) makes an assignment for bankruptcy the benefit of creditors or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be entered continuing under any contract, agreement or document between Borrower and any of its other creditors, (x) if Borrower’s obligations are guaranteed by any court other party, an “Event of competent jurisdiction Default” (under and as defined in the 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 other competent authority approving a petition seeking reorganization prospective financial condition, management or results of operations since the Company appointing a receiver, trustee, intervener, or liquidator date hereof which may affect the ability of Borrower to perform its obligations under 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) daysLoan Documents has occurred; or (fxii) the dissolution or liquidation owners of the Company; capital stock or (g) a Change other units of Control; ownership on the date of this Agreement entitled to vote for the election of the board of directors of Borrower or (h) other similar governing body cease to own or do not have the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or unencumbered right to vote 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten ninety percent (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e90%) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, such capital stock or other notice ownership interest of any kind, all of which are hereby waived by the CompanyBorrower.
Appears in 1 contract
Samples: Master Loan and Security Agreement (Primoris Services CORP)
Events of Default and Remedies. An “EVENT OF DEFAULT” "Event of Default" shall exist hereunder if any one or more of the following events shall occur and be continuingoccur: (a) the Company Maker shall fail to 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 dueNote; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) the Company Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenerintervenor, custodian, 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, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ec) an order, judgment, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company maker or appointing a receiver, trustee, intervener, intervenor or liquidator of the CompanyMaker, or of all or substantially all of its assets, and such order, judgment, judgment or decree shall continue unstayed and in effect for a period of thirty sixty (3060) days; or (fd) the dissolution or liquidation of Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of Default," as defined in the Company; Security Agreement or the Mortgage, shall occur, (g) a Change of Control; any failure to pay, when due, any obligations, whether as to principal, interest or (h) otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Company shall default in Senior Financing Debt and continue past the payment expiration of any 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; with respect thereto provided in the document governing the same, (h) any default or event of default, other 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 declares the same to be due and payable prior to the stated maturity date thereof, (i) any final judgment(s) for the payment of money dividends by Maker on or with respect to its common stock in any fiscal year in excess of the sum 50% of $250,000 individually or Maker's net income after taxes, (j) Maker shall make a loan to any party (other than advances to employees for reasonable travel expenses in the aggregate ordinary course of business), and/or (k) a Change of Control shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)occur. Upon the occurrence of any Event of Default hereunder, then the holder hereof Noteholder may, at its option, at any time thereafter, (i) declare the entire unpaid principal balance and accrued interest upon this Note to be, and the Obligation to be same shall thereupon become, immediately due and payable without the presentment or notice of any kind kind, which the Company Maker hereby waives pursuant to SECTION 3 hereinSection 4 hereof, and/or (ii) pursue and enforce any of Lender’s Noteholder's rights and remedies available pursuant to any applicable law or agreement; provided, however, in upon the case occurrence of any Event of Default specified in PARAGRAPH clause (b), (c) or (d) or (e) of this SECTION 4 with Section 5,with respect to the CompanyMaker, without any notice to the Company Maker or any other act by XxxxxxNoteholder, the 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 accelerate or other notice of any kind, all of which are hereby waived by the CompanyMaker. Noteholder agrees to advise Maker promptly if Noteholder is aware of an Event of Default.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” Upon the happening of an event of ------------------------------ default with respect to this Note, the whole sum of principal and interest still outstanding pursuant to the terms of this Note shall exist hereunder if any one or more become due and payable immediately, at the option of the following events shall occur and be continuing: (a) the Company shall fail to pay when due any principal ofLender, 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for unless said default is cured within thirty (30) days after written notice thereofbusiness days. The following shall constitute events of default hereunder: (1) the failure of the Borrower to pay 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, or 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 such decree or order shall have continued undischarged or unstayed for a period of sixty (60) days; or (c3) any representation a decree or warranty made by order of a court having jurisdiction in the Company to Lender herein premises for the appointment of a receiver, liquidator, trustee or assignee in any other Loan Document bankruptcy or insolvency of the Borrower, or a substantial part of its property or for the winding-up or liquidation of its affairs, shall prove to be untrue have been entered, and such decree or inaccurate order shall have remained in any material respectforce discharged or unstayed for a period of sixty (60) days; or (d4) any substantial part of the property of the Borrower, on a consolidated basis, shall be sequestered or attached and shall not be returned to the possession of the Borrower or released from such attachment within sixty (60) days thereafter; or (5) the Company Borrower shall (1) apply for institute proceedings to be adjudicated a voluntary bankrupt or shall consent to the filing of a bankruptcy proceeding against it, or shall 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, trusteeliquidator, intervener, custodian, trustee or liquidator assignee in bankruptcy or insolvency of itself or of all it or a substantial part of its assetsproperty, (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) shall make a general an 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 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder We may cancel any Contract and liquidate our position in the currency of such Contract if performance of the Contract by you or us becomes unlawful as a result of the adoption of, or any one change in, any applicable law after the date on which the Contract is entered into, or more as a result of the promulgation of or any change in, or in the interpretation by any court or tribunal or regulatory authority with competent jurisdiction of, any applicable law after such date. Upon the occurrence and at any time during the continuance of any of the following events shall occur (each, an "Event of Default"), we may also cancel any or all the outstanding Contracts and be continuingliquidate our position in the currency of such Contracts and setoff against any of your cash, deposit accounts, securities, securities accounts or other property we hold or any obligation we have to you to recover any amounts you owe to us as a result of, or in connection with, such cancellation or liquidation: (a) the Company shall you fail to pay when due any principal of, or interest upon, give us settlement instructions as provided in this Note or the Obligation and such failure shall continue for five (5) Business Days after such payment became dueAgreement; or (b) the Company shall you fail for any other reason to settle a Contract on its Settlement Date; (c) you fail to perform any of the covenants your agreements or agreements contained herein obligations under this Agreement or in any other Loan Document and such failure shall continue unremedied for thirty Contract; (30) days after written notice thereof; or (cd) any representation or warranty made by the Company you to Lender herein us under this Agreement or in any other Loan Document shall prove to be untrue Contract is incorrect or inaccurate misleading in any material respectrespect when made or repeated or deemed to have been made or repeated; (e) a default, event of default or other similar condition or event (dhowever described) the Company shall occurs under one or more agreements or instruments relating to any of your obligations (1whether present or future, contingent or otherwise, as principal or surety or otherwise) apply for or consent to the appointment in respect of a receiver, trustee, intervener, custodianborrowed money ("Indebtedness") which has resulted in such Indebtedness becoming, or liquidator becoming capable at such time of itself being declared, due and payable under such agreements or of all instruments, before it would otherwise have been due and payable; (f) you (i) dissolve or a substantial part of its assetsliquidate, (2ii) be adjudicated bankrupt or insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its are not generally paying your debts as they become due, (3iii) become insolvent, however such insolvency may be evidenced, or (iv) make a any 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 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 petition is filed by or against you seeking your liquidation or reorganization under the Bankruptcy Reform Act, Title 11 of Controlthe United States Code, as amended or recodified from time to time, or a similar action is brought by or against you under any federal, state or foreign law; or (h) the Company shall default in the payment of a proceeding is instituted by or against you for any indebtedness of such Company in excess of $250,000 individually relief under any bankruptcy, insolvency or in the aggregate or default shall occur in respect of any note or credit agreement other law relating to any such the relief of debtors, reorganization, readjustment or extension of indebtedness and such default shall continue for more than the period of grace, if any, specified thereinor composition with creditors; or (i) any final judgment(s) for the payment a custodian or a receiver is appointed for, or a writ or order of money in excess of the sum of $250,000 individually attachment, execution or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied garnishment is issued, xxxxxd or discharged at least ten (10) days prior to the date on which made against, any of the Company’s assets could be lawfully sold your property or assets; (j) an application is made by any of your judgment creditors for an order directing us to satisfy such judgment(s). Upon the occurrence 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 Event substantial part of Default hereunderyour property or assets or assumes control over your affairs, 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 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 case of any Event of Default specified in PARAGRAPH (d) or (el) of this SECTION 4 with respect we in our sole discretion make a commercially reasonable determination that such cancellation is necessary to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Companyprotect us.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” The Payee shall exist hereunder if have the ------------------------------ right, without demand or notice, 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 Note upon the occurrence of any one or more of the following events shall occur and be continuingof default: (a) the Company shall fail Maker fails to pay when due any installment of principal of, or interest upon, payable under this Note or interest thereon within twenty (20) days after the Obligation 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 failure shall continue for five (5) Business Days after such payment became due; Section 11.07, or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 Maker admits in writing that it is unable its inability to pay its debts generally as they become due, (3) make files a general 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, (4) file or consents to the appointment of a petition receiver for itself 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assetsproperty or, and such orderon a petition in bankruptcy filed against it, is adjudicated a bankrupt, which judgment, order 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to appealed within the permitted time period from the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)entry thereof and subsequently vacated. Upon such declaration by the occurrence of any Event of Default hereunderPayee, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Obligation to obligations evidenced by this Note shall be immediately due and payable without presentment or notice of any kind which payable. If 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act indebtedness evidenced by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately not be paid on the date when due (subject to the proviso set forth in clause (a) above), thereafter the unpaid principal balance of such indebtedness shall bear interest at the rate per annum set forth in Section 1.1 above plus 3% until the past due portion of the indebtedness (including all accrued and payable without presentmentunpaid interest) is paid, demandbut in no event shall such rate of interest exceed the highest rate permitted by applicable law. The parties hereto agree that the failure timely to make a payment hereunder would cause harm to the Payee, protestand 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, or other notice the Maker shall pay to the Payee an amount equal to 5% of any kinddelinquent 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 failure to pay timely. In the event of any event of default hereunder, the Maker agrees to pay to the Payee all of which are hereby waived expenses incurred by the CompanyPayee, including, without limitation, reasonable fees and disbursements of counsel, incurred by the Payee in the enforcement and collection of this Note.
Appears in 1 contract
Samples: Certain Stock Purchase Agreement (Guest Supply Inc)
Events of Default and Remedies. An “REMEDIES 6.1 IF ANY EVENT OF DEFAULT” shall exist hereunder if DEFAULT OCCURS, then Bank may do any one or more all of the following events shall occur and be continuingfollowing: (a) the Company shall fail to 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 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 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation Obligations to be immediately due and payable without presentment or notice of any kind which the Company waives pursuant acceleration or of intention to SECTION 3 hereinaccelerate, and/or (ii) pursue presentment and enforce any of Lender’s rights and remedies available pursuant to any applicable law demand or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived expressly waived; (2) without notice to any Obligor, terminate the Commitment and accelerate the Termination Date; (3) set off, in any order, against the indebtedness of Borrower under the Loan Documents any debt owing by Bank to Borrower (whether such debt is owed individually or jointly), including, but not limited to, any deposit account, which right is hereby granted by Borrower to Bank; and (4) exercise any and all other rights pursuant to the CompanyLoan Documents, at law, in equity or otherwise; PROVIDED, HOWEVER, that Borrower shall have a period of 10 days to cure ("Cure Period") any default that consists of delay in delivery of financial statements or reports, or curable failure to maintain a financial covenant set out in Exhibit D. During the Cure Period, and Event of Default shall be deemed to have occurred and be continuing until cured, but Bank shall not exercise any of the remedies set out in this section EXCEPT THAT Bank shall not be obligated to fund any Loan under the Commitment. If an Event of Default subject to a Cure Period is not fully cured during such Cure Period, then Bank shall have all the rights and remedies provided for in this Note, the Loan Documents and otherwise as if such Cure Period had in no way existed, and Borrower expressly agrees that all actions taken by Bank thereafter shall relate back to the first date of the Event of Default for all purposes.
Appears in 1 contract
Samples: Restatement of Credit Agreement (Pervasive Software Inc)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five three (53) Business Days days after such payment became due; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to Lender Holder 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 a receiver, 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 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, 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any Event of Default hereunder, then the holder Holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Obligation Note 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 LenderHolder’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by XxxxxxHxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.
Appears in 1 contract
Samples: Star Gold Corp.
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company An Event of Default shall occur hereunder if: (i) Lessee shall fail to pay make any payment of rent or other amount owing hereunder when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five a period of 10 days; (5ii) Business Days after such payment became due; or (b) the Company Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days of the covenants date Lessee becomes aware of such failure, or agreements contained 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 other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; document or (c) any representation or warranty made by the Company to Lender herein or certificate furnished National City in any other Loan Document connection herewith which shall prove to be untrue incorrect at the time made and on the date of any Schedule entered into hereunder; (v) Lessee or inaccurate in any material respect; guarantor of Lessee's obligations hereunder (a "GUARANTOR") shall become insolvent or (d) make an assignment for the Company shall (1) apply for benefit of creditors or consent to the appointment of a trustee or receiver, trustee, intervener, custodian, (vi) a trustee or liquidator of itself receiver shall be appointed for Lessee or of all 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; (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 (2x) 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 lawsentity formed by the consolidation, or (5) file an answer admitting into which Lessee or a Guarantor is merged or the material allegations of, person 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or of 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' prior written notice to National 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 assetsfinancial condition from the date hereof, and such order, judgment, as a result thereof National City deems itself or decree shall continue unstayed and in effect for a period any of thirty (30) daysits Equipment to be insecure; or (fxi) the dissolution or liquidation of the Company; or (g) Lessee and/or a Change of Control; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate Guarantor shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged in default under any other agreement at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 time executed with respect to the Company, without any notice to the Company National City or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, affiliate or other notice subsidiary of any kind, all of which are hereby waived by the CompanyNational City Corporation.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Safe Auto Group, Inc.)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an "Event of Default" hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuing: constitute a "Default" hereunder. (ai) the Company shall fail Borrower fails to pay any amount of principal and interest when due any principal of, or interest upon, this under the Note or the Obligation and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by the Company to Lender herein Borrower in this Agreement or in any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Borrower fails (A) to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Agreement or any other Loan Document and, in the Company case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower shall (1) apply for have consolidated with, merged with or consent to the appointment of a receiver, trustee, intervener, custodianinto, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree shall be entered document between Borrower and Lender or any affiliate of Lender; (vii) if Borrower's obligations are guaranteed by any court other party, an "Event of competent jurisdiction or other competent authority approving a petition seeking reorganization of Default" (under and as defined in the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, and Guaranty executed by such order, judgment, or decree Guarantor) shall continue unstayed and in effect for a period of thirty (30) daysoccur; or (f) the dissolution or liquidation of the Company; or (gviii) a Change material adverse change in Borrower's existing or prospective financial condition or results of Control; or (h) operations since the Company shall default in date hereof which may affect the payment ability of any indebtedness of such Company in excess of $250,000 individually or in Borrower to perform its obligations under the aggregate or default Loan Documents 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Companycontinuing.
Appears in 1 contract
Samples: Loan and Security Agreement (Industrial Services of America Inc /Fl)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more If Xxxxxxxx keeps and performs each of the following events shall occur covenants, conditions, obligations and be continuing: (a) agreements in the Company shall fail to pay when due any principal ofSecond Note and this Security Instrument, or interest uponthen, this Note trust conveyance shall be of no further force or the Obligation effect. But, if Borrower fails to keep 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 or covenants, conditions, obligations and agreements contained herein or in any other Loan Document the Second Note and this Security Instrument, and such failure shall continue unremedied for defaults are not cured within thirty (30) days after from written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or Borrower specifying such default, then, and in any other Loan Document of such events, this trust conveyance shall prove to be untrue remain in full force and effect, and at the option of the Lender, all amounts advanced under the Second Note or inaccurate hereunder shall become due and payable at once, without notice, and the Trustee, acting in any material respect; person or through an agent or agents duly appointed by him for this purpose, is hereby authorized and empowered, upon giving twenty (d20) the Company shall (1) apply for or consent to the appointment of a receiver, 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 writing that it is unable to pay its debts as they become due, days notice by three (3) make a general assignment 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 benefit conduct of creditorsforeclosure sales) to the highest bidder for cash, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage at public outcry, free from the equity of redemption, any bankruptcy or insolvency lawsand all statutory rights of redemption including, without limitation, those provided in T.C.A. Section 66-8-101, as amended, or (5) file an answer admitting 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 material allegations ofTrustee 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 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assetsadjournment thereof, and such ordermay be reset at a later date without any additional publication. The creditor may bid at any sale under this trust conveyance. Xxxxxxxx agrees that the Trustee may, 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; or (h) the Company shall at any time after default in the payment of any indebtedness part of such Company in excess the indebtedness, enter and take possession of $250,000 individually or the Property, and shall only account for the net rents actually received by him. Xxxxxxxx further agrees that, in the aggregate or default event the Trustee fails, before selling the Property as herein provided, to enter and take possession thereof, the purchaser shall occur in respect be entitled to immediate possession thereof upon the delivery to him by the Trustee 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) a deed for the payment of money in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)Property. Upon the occurrence of any Event of Default hereunder, then the holder hereof Lender may, at its optionany time and from time to time, (i) declare without assigning cause, in Xxxxxx’s sole and absolute discretion, remove the entire unpaid principal balance Trustee herein named and accrued interest appoint a successor to execute this trust, by an instrument in writing duly executed by Xxxxxx and filed for record in the county in which the Property is located and, upon the Obligation execution and filing of such instrument, the title herein conveyed to the Trustee shall 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, vested in the case successor so appointed. In the event of any Event a sale of Default specified in PARAGRAPH (d) or (e) the Property under and by virtue of this SECTION 4 with respect trust, Borrower, and all persons holding under Borrower, shall be and become the tenants at will of the purchaser from and after the execution and delivery of a deed to the Company, without purchaser. Upon any notice to the Company or any other act by Xxxxxxsale under this Security Instrument, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived proceeds will be applied by the Company.Trustee:
Appears in 1 contract
Samples: thda.org
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Borrower fails to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or the Obligation and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by the Company to Lender herein Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the Company case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower which is not an individual shall (1) apply for have consolidated with or consent to the appointment of a receiver, trustee, intervener, custodianmerged with or into another entity, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Borrower that is an individual dies or insolvent 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 file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree document between Borrower and Lender or any affiliate of Lender; (viii) a default shall have occurred and be entered continuing under any contract, agreement or document between Borrower and any of its other creditors, (ix) if Borrower’s obligations are guaranteed by any court other party, an “Event of competent jurisdiction Default” (under and as defined in the 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 other competent authority approving a petition seeking reorganization prospective financial condition, management or results of operations since the Company appointing a receiver, trustee, intervener, or liquidator date hereof which may affect the ability of Borrower to perform its obligations under 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) daysLoan Documents has occurred; or (fxi) the dissolution or liquidation owners of the Company; capital stock or (g) a Change other units of Control; ownership on the date of this Agreement entitled to vote for the election of the board of directors of Borrower or (h) other similar governing body cease to own or do not have the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or unencumbered right to vote 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten ninety percent (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e90%) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, such capital stock or other notice ownership interest of any kind, all of which are hereby waived by the CompanyBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Industrial Services of America Inc /Fl)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if The occurrence of any one or more of the following events shall occur and be continuingconstitute an “Event of Default” under this Agreement: (a) Any representation or warranty made or deemed made by the Company shall fail to 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 or agreements contained Borrower herein or in any other Loan Document and or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such failure other loan document shall continue unremedied for thirty prove to have been incorrect in any material respect on or as of the date made or deemed made, or (30b) the Borrower shall fail to 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 written notice thereofany such interest or other amount becomes due in accordance with the terms thereof or hereof; or (c) any representation or warranty made by the Company Borrower fails to Lender herein or in perform any other Loan Document shall prove to be untrue or inaccurate in any material respectnon-monetary Obligation, which failure is not cured within 30 days after the date due; or (d) (i) the Company Borrower shall commence any case, proceeding or other action (1A) apply 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 consent seeking to the 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, intervener, custodian, conservator or liquidator of itself other similar official for it or of for all or a any 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) the Borrower shall make a general assignment for the benefit of its 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 (eii) an order, judgment, or decree there shall be entered by commenced against the Borrower any court of competent jurisdiction case, proceeding or other competent authority approving action of a petition seeking reorganization nature referred to in clause (i) above which (A) results in the entry of the Company appointing a receiveran order for relief or any such adjudication or appointment or (B) remains undismissed, trustee, intervener, undischarged 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 unbonded for a period of thirty (30) 60 days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any If an Event of Default hereunderoccurs, then Lender shall, upon notice thereof to the holder hereof mayBorrower, at its option, (i) have the right to accelerate and declare all of the entire unpaid principal balance and accrued interest upon the Obligation Obligations to be immediately due and payable without presentment or notice of any kind which payable, increase the Company waives pursuant to SECTION 3 hereininterest rate by an additional two percent per annum, and/or (ii) pursue and enforce any of Lender’s exercise all rights and remedies available pursuant to any accorded it by applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Companylaw.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” In the event that any installment of Minimum Rent or Additional Rent shall exist be and 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, obligations, terms, or conditions assumed by or imposed upon Tenant hereunder and 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 one waste be committed or more of unnecessary damage done upon or to the following events shall occur and be continuing: (a) the Company Leased Premises; or if Tenant shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue remain open for business for five (5) Business Days after such payment became dueconsecutive 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 records shall disclose a liability for annual Percentage Rent to the extent of five percent (b5%) the Company shall fail to perform any or more in excess of the covenants rentals theretofore computed and paid by Tenant for any period (whether or agreements contained herein or in any other Loan Document and not Tenant thereafter reimburses Landlord for such failure shall continue unremedied for thirty (30) days after written notice thereofdeficiency); or if a temporary or permanent receiver or trustee of Tenant's property or the property of any guarantor of this Lease (c"Guarantor") be appointed by any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respectcourt; or (d) the Company if Tenant or any Guarantor shall (1) apply for or consent to the appointment of a receiver, 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 writing that it is unable to pay its debts as they become due, (3) make a general any 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, if any execution or decree attachment shall be entered by issued against Tenant or any court of competent jurisdiction Guarantor or other competent authority approving a petition seeking reorganization of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, Tenant's leasehold interest hereunder and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty not be discharged within forty-five (3045) days; or (f) the dissolution if Tenant shall commence proceedings in a court of bankruptcy or liquidation of the Companyinsolvency; or (g) a Change of Controlif Tenant or any Guarantor shall be declared or adjudicated bankrupt or insolvent according to law; or (h) the Company shall default if any proceedings are commenced against Tenant or Guarantor in the payment a court of any indebtedness of such Company in excess of $250,000 individually bankruptcy 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 graceinsolvency, if any, specified therein; or (i) any final judgment(s) for the payment of money in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) which shall not be satisfied discharged within forty-five (45) days; then, and in any one or discharged at least ten (10) days prior to the date on which any more of the Company’s assets could such events, Landlord shall be lawfully sold to satisfy such judgment(s). Upon the occurrence of any Event of Default hereunder, then the holder hereof mayentitled, at its optionelection, (i) declare to exercise concurrently or successively, any one or more or all of 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 the Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender’s following rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.remedies:
Appears in 1 contract
Samples: Lease (Chicago Pizza & Brewery Inc)
Events of Default and Remedies. An “EVENT OF DEFAULT” Without notice or demand (which are hereby waived), the entire unpaid principal balance of, and all accrued but unpaid interest on, this Note shall exist hereunder if immediately become due and payable at the option of the holder hereof upon the occurrence of any Event of Default. The occurrence of any one or more of the following events shall occur and be continuing: constitute an Event of Default hereunder (each an "Event of Default"): (a) the Company shall fail a failure by Maker to pay when due make any payment of principal of, or interest upon, on this Note or any other payment required of Maker by the Obligation Loan Documents when due and such failure shall continue continues for a period of five (5) Business Days days after such payment became duePayee has provided notice to Maker via facsimile; or (b) the Company Maker shall fail to observe or perform any of obligation, requirement, covenant or restriction to be observed or performed by it under the covenants Security Agreement or agreements contained herein or in any other Loan Document (other than a payment described in subparagraph (a) above) and such failure shall continue unremedied continues for thirty a period of five (305) days after written Payee has provided notice thereofto 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; or (c) any representation or warranty made by Maker to Payee in any of the Company to Lender herein Loan Documents or in any financial statement, representation, warranty or certificate made or furnished to Payee in connection with the Security Agreement or any of the other Loan Document Documents, 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 prove to be untrue false, misleading, incorrect or inaccurate incomplete in any material respect; or (d) the Company shall (1) apply for or consent to the appointment of a receiver, trustee, intervener, custodianconservator, or liquidator of itself Maker, any guarantor of any of the Obligations (a "Guarantor"), the Collateral or any part thereof, or any other property of Maker or of all any Guarantor which is not dismissed within thirty (30) days after its filing; (e) a filing by Maker or a substantial part any Guarantor of its assets, (2) be adjudicated bankrupt or insolvent or file a voluntary petition seeking an entry of an order for bankruptcy relief as a debtor in a proceeding under the United States Bankruptcy Code or admit seeking reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, 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 that it is unable of an inability to generally pay its its, his or their debts as they become due, ; (3f) make the making by Maker or any Guarantor of a general assignment for the benefit of creditors, ; (4g) file 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 answer seeking reorganization entry of an order for relief by or an arrangement with creditors against Maker or to take advantage of any bankruptcy or insolvency laws, or (5) file an answer admitting Guarantor as debtor in a proceeding under 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 United States Bankruptcy Code by any court of competent jurisdiction jurisdiction, or other competent authority approving a petition seeking reorganization of the Company Maker or any Guarantor or an arrangement of their debts, or appointing a receiver, trustee, intervenerconservator, or liquidator of Maker or any Guarantor, the CompanyCollateral or any party thereof, or any other property of all Maker or substantially all of its assets, and such order, judgment, or decree shall continue unstayed and in effect for a period of any Guarantor not dismissed within thirty (30) daysdays after filing; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of a default by Maker or any Event Guarantor, or an event or condition which, with the giving of Default hereundernotice or passage of time, then or both, would constitute a default by Maker or any Guarantor under any agreement between Maker or any Guarantor and Payee; (j) the holder hereof mayliquidation, at its optiontermination, or dissolution of Maker or any Guarantor; (ik) declare the entire unpaid principal balance and accrued interest upon the Obligation to be immediately due and payable without presentment if Maker or notice of any kind which the Company waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce Guarantor repudiates any of Lender’s its obligations under the Note or contests the validity of the security interest granted in the Security Agreement or the enforceability of the rights and remedies available pursuant to any applicable law or agreement; provided, however, provided in the case Security Agreement; (l) Maker or any Guarantor shall have concealed, removed, or permitted to be concealed or removed, any part of its property, with intent to hinder, delay or defraud its creditors or any of them, or made or suffered a transfer of any Event of Default specified in PARAGRAPH its property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law, or shall have made any transfer of its property to or for the benefit of a creditor at a time when other creditors similarly situated have not been paid; or have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint; (dm) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company Maker or any other act by Xxxxxx, the principal balance and interest accrued on this Note Guarantor shall become immediately due and payable without presentment, demand, protest, or other notice be in default of an obligation to pay any kind, all of which are hereby waived by the Company.indebtedness greater than Fifty Thousand
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Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Any of the following events or conditions shall occur and be continuingconstitute an event of default (Event of Default) hereunder: (ai) 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 Company shall fail to pay when due 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 United States or any principal ofstate or territory thereof or any foreign jurisdiction, now or interest upon, this Note or the Obligation and such failure shall continue for five hereafter in effect; (5) Business Days after such payment became due; or (biv) the Company shall fail to perform making of any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 writing that it is unable to pay its debts as they become due, (3) make a general assignment by Applicant for the benefit of creditors, (4) file ; Applicant shall have made or suffered a petition or answer seeking reorganization or an arrangement with creditors or to take advantage transfer 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 of its property which may be fraudulent under any bankruptcy, reorganizationfraudulent conveyance or similar law; the appointment of a receiver or trustee for Applicant or for any assets of Applicant, including, without limitation, the appointment of or taking possession by a "custodian", as defined 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, proceeding (under the Federal Bankruptcy Code or take corporate action otherwise) or of any formal or informal proceeding for the purpose dissolution or liquidation of, settlement of effecting any claims against or winding up of affairs of, Applicant; (v) the foregoing; sale, assignment, transfer 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or delivery of all or substantially all of its assetsthe assets of Applicant; the cessation by Applicant as a going business concern, and the entry of judgment against Applicant, other than a judgment for which Applicant is fully insured, if ten days thereafter such orderjudgment is not satisfied, judgmentvacated, bonded or decree shall continue unstayed and in effect for a period of thirty (30) daysstayed pending appeal; or if Applicant is generally not paying Applicant's debts as such debts become due; (fvi) the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 optionevent described in paragraph 6(a)(ii), (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 the Company waives pursuant to SECTION 3 hereiniii), 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 case of any Event of Default specified in PARAGRAPH (div) or (ev) of this SECTION 4 hereof with respect to the Companyany indorser, without any notice to the Company guarantor or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protestparty liable for, or other notice whose assets or any interest therein secures, payment of any kindIndebtedness (Third Party), all 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 an inducement to Bank to extend any credit to or to enter into this or any other agreement with Applicant, proves to have been false in any material respect at the time as of which are hereby waived the facts therein set forth were stated or certified, or to have omitted any substantial contingent or unliquidated liability or claim against Applicant or any such Third Party; or, if 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, statement, representation, warranty or audit, which change shall not have been disclosed in writing to Bank at or prior to the Companytime of such execution; (viii) nonpayment by Applicant when due of any indebtedness for borrowed money owing to any third party, or the occurrence of any event which could result in acceleration of payment of any such indebtedness; or (ix) the reorganization, merger or consolidation of Applicant (or the making of any agreement therefor) without the prior written consent of Bank.
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Events of Default and Remedies. An “EVENT OF DEFAULT” "Event of Default" shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company Maker shall fail to pay when on or before the 10th day following the due date 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 dueNote; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company Maker to Lender Payee herein or in any of other Loan Document 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 covenants or agreements of Maker contained herein or in any other document executed or delivered to Payee in connection herewith; (d) the Company Maker, or either of them, shall (1) apply for or consent to the appointment of a receiver, trustee, intervenerintervenor, custodian, 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, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (e) an order, judgment, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company Maker, or either of them, or appointing a receiver, trustee, intervener, intervenor or liquidator of the Companyany such person, or of all or substantially all of its or their assets, and such order, judgment, judgment or decree shall continue unstayed and in effect for a period of thirty sixty (3060) days; or (f) the dissolution or liquidation termination of Maker, or either of them. If Maker fails or refuses to pay any part of the Company; principal of or (g) a Change of Control; interest upon this Note or (h) the Company shall default in Obligation as the payment of any indebtedness of such Company in excess of $250,000 individually same become due, 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon upon the occurrence of any Event of Default hereunderhereunder of under any other agreement or instrument securing or assuring the payment of this Note or executed in connection herewith, then in any such event the holder hereof may, at its option, (i) declare declare, the entire unpaid balance of principal balance of and accrued interest upon the Obligation under this Note to be immediately due and payable without presentment or notice of any kind which the Company Maker waives pursuant to SECTION 3 Section 2 herein, (ii) reduce any claim to judgment; and/or (iiiii) pursue and enforce any of Lender’s Payee's rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.
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Events of Default and Remedies. An Subject to the limitations set forth in the provisions of (b) - (d) of this Paragraph 14, in the event (“EVENT OF DEFAULT” shall exist 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 one or more all of its other respective obligations in good faith as herein set forth and such non-compliance is not cured within five days after notice thereof to the following events shall occur and be continuing: defaulting party, or (iii) either Party (a) the Company shall fail to pay when due any principal of, or interest upon, this Note or the Obligation filing a petition in bankruptcy and such failure shall continue petition is not withdrawn or dismissed for five (5) Business Days 30 days after such payment became duefiling; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document having such a petition filed against it, and such failure shall continue unremedied for petition is not withdrawn or dismissed within thirty (30) days after written notice thereofsuch filing; or (c) any representation or warranty made by the Company to 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 a receiver, trustee, intervener, custodian, or liquidator of itself or of all or a substantial part of its assets, (2) be adjudicated bankrupt or becoming otherwise insolvent or file a voluntary petition for bankruptcy or admit in writing that it is unable to pay its debts as they become due, or (3iv) make the failure of a general assignment for Party’s guarantor (such Party being deemed to be the benefit of creditors, (4defaulting party) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of perform any bankruptcy or insolvency lawscovenant set forth in its guaranty, or (5) file an answer admitting such guaranty shall expire or be terminated or shall cease to guarantee the material allegations ofobligations of such Party hereunder, 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 such guarantor shall become subject to any of the foregoing; events specified in (iii) (a), (b) or (ec) an orderabove, judgmentthe non-defaulting party may, or decree for so long as such Event of Default is continuing, (A) establish by notice to the defaulting party a date on which this Agreement shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of terminate early (the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets“Early Termination Date”), and such orderthe non-defaulting party shall calculate, judgment, or decree shall continue unstayed and using the formula described in effect for a period of thirty 14 (30b) days; or (fc) below, as applicable, and otherwise in a commercially reasonable manner, its damages, including any associated costs, resulting from the dissolution or liquidation early termination of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 this Agreement. Such damages and such default shall continue for more than the period of gracecosts, if any, specified therein; or (i) any final judgment(s) for shall be paid by the payment of money in excess defaulting party to the nondefaulting party within five working days of the sum defaulting party’s receipt of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any Notice of the Company’s assets could be lawfully sold to satisfy damages amount, and/or (B) suspend performance of its obligations under this Agreement until such judgment(s). Upon the occurrence of any Event of Default hereunder, then is cured. The failure of the holder hereof may, at its option, (i) declare the entire unpaid principal balance and accrued interest upon the Obligation Parties to be immediately due and payable without presentment agree on a price adjustment shall not constitute grounds for rescission 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 case of any Event of Default specified in PARAGRAPH (d) or (e) termination of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the CompanyAgreement.
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Samples: Purchase and Sale
Events of Default and Remedies. An “EVENT OF DEFAULT” A. The occurrence of any of the following shall exist hereunder constitute an event of default. (i) The Base Rental, Additional Rental or any other sum of money payable under this Lease is not paid when due; (ii) Tenant's interest in the Lease 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 order or decree shall not be vacated within thirty (30) days of entry thereof; (iii) Tenant breaches or fails to comply with any term, provision, condition, or covenant of this Lease (other than the payment of Base Rental, Additional Rental and any other sum due and payable hereunder) 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, within three (3) 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 action taken or suffered by Tenant under any insolvency, bankruptcy, or reorganization act (other than a petition of involuntary bankruptcy which is dismissed within thirty (30) days of date of filing), 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 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 events 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 occur 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 Rules and be continuing: 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 cure Tenaxx'x default shall accrue interest from the date of demand until date of payment at a rate of interest per annum equal to the lesser of (a) the Company shall fail to pay when due any principal ofeighteen percent (18%), 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 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 perform any of or placed on the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by Premises by, at the Company to 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 a receiver, 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 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 direction of, or with consent to, 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 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; Premises by Tenaxx xxx shall not of itself constitute a termination of this Lease by Landlord. (iii) Landlord, with or (e) an orderwithout terminating this Lease, judgmentmay relet the Premises or any part thereof for such time or times, at such rental or decree rentals and upon such other terms and conditions as Landlord in its sole discretion may deem advisable, and Landlord may make any alterations or repairs to the Premises which it may deem necessary or proper to facilitate such reletting, and Tenant shall be entered pay all costs of such reletting including but not limited to the cost of any such alterations and repairs to the Premises, attorneys' fees, and brokerage commissions, and if this Lease shall not have been terminated, Tenant shall continue to pay all rent and all other charges due under this Lease up to and including the date of beginning of payment of rent by any court subsequent tenant of competent jurisdiction part or other competent authority approving a petition seeking reorganization all of the Company appointing a receiverPremises, trustee, intervener, or liquidator and thereafter Tenant shall pay monthly during the remainder 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) Lease Term the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 gracedifference, if any, specified therein; between the rent and other charges collected from any such subsequent tenant or (i) any final judgment(s) for tenants and the payment of money rent and other charges reserved in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) this Lease, but Tenant shall not be satisfied 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, unamortized sums expended by Landlord for construction of tenant improvements, all arrearage in rentals, costs, charges, additional rentals, and reimbursements, the cost (including court costs and actual attorneys' fees) of recovering possession of the Premises, the cost of any alteration of or discharged at least ten (10) days prior repair to the date on Premises which any is necessary or proper to prepare the same for re-letting and, in addition thereto, Landlord at its election shall have and recover from Tenant either (a) an amount equal to the excess, if any, of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence total amount of any Event of Default hereunder, then the holder hereof may, at its option, (i) declare the entire unpaid principal balance all rents and accrued interest upon the Obligation other charges to be immediately due and payable without presentment or notice paid by Tenant for the remainder of any kind which the Company waives pursuant Lease Term over the then reasonably rental value of the Premises for the remainder of the Lease Term discounted to SECTION 3 hereinthe net present value as of the date paid using a five (5) percent annum discount rate, 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 case of any Event of Default specified in PARAGRAPH (d) or (eb) of this SECTION 4 with respect to the Company, without any notice to the Company or any rents and other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.7
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any (a) Any one or more of the following events which shall occur have occurred and be continuing: continuing shall constitute an event of default (a) "Event of Default"): (i). Default in the Company payment of interest upon this Note, as and when the same shall fail to 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 become due; or (b) ii). Default in the payment of the principal of this Note, as and when the same shall become due; or (iii). Default in the payment of any other obligation of the Company in an amount in excess of $100,000; or (iv). The Company shall fail to perform or observe any of the covenants or agreements affirmative covenant contained herein or in any other Loan Document this Note and such failure Default, if capable of being remedied, shall continue unremedied for thirty not have been remedied ten (3010) days after written notice thereofthereof shall have been given by the Holder to the Company; or (cv), The Company or any subsidiary (A) shall institute any representation proceeding or warranty made by 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 Company to Lender herein entry of any order for relief 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 a receiver, trustee, intervener, custodian, custodian or liquidator of itself other similar official for such the Company or of all any subsidiary or a for any substantial part of its assetsproperty, 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; (2B) shall 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 such debts become due, or shall admit in writing its inability to apply its debts generally; (3C) shall make a general assignment for the benefit of creditors, ; or (4D) file shall take any action to authorize or effect any of the actions set forth above in this subsection 3 (iv); or (v) Any proceeding shall be instituted against the Company seeking to adjudicate it a petition bankrupt or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency lawsinsolvent, or (5) file an answer admitting the material allegations ofseeking dissolution, or consent toliquidation, or default in answering, a petition filed against it in any bankruptcywinding up, reorganization, or insolvency proceedingarrangement, adjustment, protection, relief of debtors, or take corporate action seeking the entry of an order for relief or the purpose appointment 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 appointing a receiver, trustee, intervener, custodian or liquidator of other similar official for the Company, Company or of all or substantially all for any substantial part of its assetsproperty, and either such order, judgment, proceeding shall not have been dismissed or decree shall continue unstayed and in effect not have been stayed for a period of thirty sixty (3060) daysdays 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 (f) the dissolution vi). One or liquidation of the Company; more final judgments or (g) a Change of Control; or (h) the Company shall default in the payment of any 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) orders for the payment of money in excess of the sum of $250,000 individually or 100,000 in the aggregate shall be rendered against the Company Company, and either (A) enforcement proceedings shall have been commenced by any creditor upon any such judgment(sjudgment or order, or (B) there shall be any period of thirty (30) days during which enforcement of any such judgment or order shall not be satisfied discharged, stayed or discharged at least ten fully satisfied. (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(sb). Upon the occurrence of any If an Event of Default hereunderdescribed above has occurred, then the holder hereof Holder 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 further 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice declare 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 case the principal of, and accrued interest on, the Note becomes due and payable by declaration or otherwise, then the Company will pay in cash to the Company or any other act by XxxxxxHolder of this Note, the principal balance whole amount that then shall have become due and interest accrued payable on this Note for principal or interest, as the case may be, and in addition thereto, such further amount as shall become immediately be sufficient to cover the costs and expenses of collection, including reasonable fees and disbursements of the 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 equity for the collection of the sums so due and payable without presentmentunpaid, demand, protest, and may prosecute any such action or proceeding to judgment or final decree against Company or other notice of any kindobligor upon this Note, all of which are hereby waived by wherever situated, the Companymonies adjudicated or decreed to be payable. 5.
Appears in 1 contract
Samples: Ventures National Inc
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company An Event of Default shall occur hereunder if: (i) Lessee shall fail to pay make any payment of rent or other amount owing hereunder when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five a period of 10 days; (5ii) Business Days after such payment became due; or (b) the Company Lessee shall fail to perform or observe any other covenant, agreement or condition hereunder within 30 days of the covenants written notice thereof being given by National City to Lessee, or agreements contained 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 other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; document or (c) any representation or warranty made by the Company to Lender herein or certificate furnished National City in any other Loan Document connection herewith which shall prove to be untrue incorrect at the time made and on the date of any Schedule entered into hereunder; (iv) Lessee or inaccurate in any material respect; guarantor of Lessee's obligations hereunder (a "GUARANTOR") shall become insolvent or (d) make an assignment for the Company shall (1) apply for benefit of creditors or consent to the appointment of a trustee or receiver, trustee, intervener, custodian, (v) a trustee or liquidator of itself receiver shall be appointed for Lessee or of all 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 (2x) 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 lawsentity formed by the consolidation, or (5) file an answer admitting into which Lessee or a Guarantor is merged or the material allegations of, person 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or of 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) 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 assumption agreement in form and substance satisfactory to National City; (vii) 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 60-days' prior written notice to National 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 assetsfinancial condition from the date hereof, and such order, judgment, as a result thereof National City deems itself or decree shall continue unstayed and in effect for a period any of thirty (30) daysits Equipment to be insecure; or (fx) the dissolution or liquidation of the Company; or (g) Lessee and/or a Change of Control; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate Guarantor shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged in default under any other agreement at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 time executed with respect to the Company, without any notice to the Company National City or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, affiliate or other notice subsidiary of any kind, all of which are hereby waived by the CompanyNational City Corporation.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Cold Metal Products Inc)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall Borrowers fail to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or the Obligation and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by the Company to Lender herein any Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Borrowers (A) fail to obtain and maintain the insurance coverage required herein; or (dB) fail to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the Company case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) any Borrower which is not an individual shall (1) apply for have consolidated with or consent to the appointment of a receiver, trustee, intervener, custodianmerged with or into another entity, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt any Borrower that is an individual dies or insolvent becomes permanently and totally disabled; (vi) any Borrower (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 breach by any Borrower of any term, provision, or decree condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be entered continuing under any contract, agreement or document between any Borrower and any of its other creditors, (x) if Borrowers’ obligations are guaranteed by any court other party, an “Event of competent jurisdiction Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (xi) Lender shall have determined, in its sole discretion, that a material adverse change in Borrowers’ existing or other competent authority approving a petition seeking reorganization prospective financial condition, management or results of operations since the Company appointing a receiver, trustee, intervener, or liquidator date hereof which may affect the ability of Borrowers to perform their obligations under 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) daysLoan Documents has occurred; or (fxii) both the dissolution President and the CEO of Borrower depart the company, and/or one single person or liquidation entity comes to own 50.1% or more of the Company; capital stock or (g) a Change of Control; or (h) the Company shall default in the payment of any indebtedness other ownership interest 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the CompanyBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Innovative Food Holdings Inc)
Events of Default and Remedies. An “EVENT OF DEFAULT” (6.1) It shall exist hereunder be an "Event of Default" under this Leasehold Mortgage if any one or more of the following events shall occur and be continuing: (a) the Company The Borrower shall fail to pay when due any principal of, or interest upon, this due under either Note when and as the same becomes due (whether at the stated maturity or the Obligation and such failure shall continue at a date fixed for five (5) Business Days after such any installment payment became dueor otherwise); or (b) the Company The Borrower shall fail to comply with or perform any of the terms, conditions or covenants of either Note, the Loan and Security Agreement, this Leasehold Mortgage, or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereofdescribed in the Note; or (c) The Borrower or any representation or warranty made by the Company to 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 a receiver, 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 writing that it is unable to pay its debts as they become due, (3) principals shall make a general an assignment for the benefit of creditors, (4) or shall admit in writing its inability to pay debts as they become due, or shall file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency lawsin bankruptcy, or (5) shall be adjudicated a 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, or consent to, or default in answering, of a petition filed against it in any bankruptcy, reorganizationsuch proceedings, or insolvency proceedingshall 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 take corporate action for shall not within 90 days after the purpose of effecting any appointment without the consent or acquiescence of the foregoingBorrower or any Guarantor or a trustee, receiver or liquidator of the Borrower or any 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, sale, assignment, transfer, lien, pledge, mortgage or other encumbrance or alienation of the Premises or any part thereof without the prior written consent of the Lender; or (e) an order, judgment, or decree There shall be entered by a default in the performance of any court terms, conditions or covenants of competent jurisdiction any other instrument securing or other competent authority approving a petition seeking reorganization of executed in connection with the Company 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) daysNote; or (f) the dissolution Borrower or liquidation of the Companyany 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 Change substantial part of Controlthe Premises shall be damaged or destroyed or be taken under or pursuant to an action in eminent domain; or (h) Borrower shall abandon the Company shall default in the payment of any 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 thereinPremises; or (i) There shall be an “Event of Default” under the Loan and Security Agreement, or Borrower shall be in default of any final judgment(sother agreement, lease, restrictive covenant, declaration, or mortgage encumbering the Premises or executed in connection with this Leasehold Mortgage; or (j) for An adverse change in Borrower's business, including the payment of money ownership, management, and financial conditions, which in excess Lender's opinion, impairs any collateral or repayment of the sum of $250,000 individually debt owed; or in (k) a default under the aggregate shall be rendered against Business Credit Card Agreement dated July 6, 2010; or (l) a default or breach by Borrower under the Company and such judgment(s) shall not be satisfied Sublease or discharged at least ten (10) days prior to the date on which any termination, modification or alteration of the Company’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 accrued interest upon the Obligation to be immediately due and payable Sublease 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 agreementprior written consent; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (em) a breach or default of this SECTION 4 with respect to Borrower under the Company$1,750,000 Promissory Note or the $200,000 Line of Credit Note, without any notice to the Company or any other act by Xxxxxxdated February 1, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest2011, or other notice of any kindunder all Mortgages, all of which are hereby waived by the CompanyAssignment, and Loan Documents described in such Notes.
Appears in 1 contract
Samples: Agreement
Events of Default and Remedies. An “EVENT OF DEFAULTEvent of Default” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company Maker shall fail to pay when due due, any principal of, or interest upon, upon this Note or the Obligation and such failure shall continue for five (5) Business Days after such payment became duemore than 15 business days; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company Maker to Lender herein or 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 or agreements of Maker contained herein or in any other Loan Document and such default shall not be cured by Maker within 15 business days following Maker’s receipt of written notice of such default; (d) this Note or any other Loan Document shall cease to be the Company legal, valid, binding agreement enforceable against Maker in accordance with its terms 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 rights, titles, interests, remedies, powers or privileges intended to be created thereby (including, without limitation, if Lender’s security interest in the Collateral is not effective); or (e) Maker shall (1i) apply for or consent to the appointment of a receiver, trustee, intervenerintervenor, custodian, custodian or liquidator of itself or of all or a substantial part of its assets, (2ii) 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, (3iii) make a general assignment for the benefit of creditors, (4iv) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws, or (5v) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ef) an order, judgment, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company Maker or appointing a receiver, trustee, intervener, intervenor or liquidator of the CompanyMaker, or of all or substantially all of its assets, and such order, judgment, judgment or decree shall continue unstayed and in effect for a period of thirty sixty (3060) days; or (f) the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any Event of Default hereunderDefault, then the holder Lender hereof may, at its option, (iA) declare the entire unpaid balance of principal balance and accrued interest upon the Obligation this Note to be immediately due and payable without presentment or notice of any kind which the Company Maker waives pursuant to SECTION 3 hereinSection 7 hereof, (B) reduce any claim to judgment, and/or (iiC) pursue and enforce any of LenderPayee’s rights and remedies available pursuant to any applicable law or agreement; providedany Loan Document (including, howeverwithout limitation, in the case right under the Pledge Agreement to replace ExchangeRight as the owner of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the CompanySPE).
Appears in 1 contract
Samples: Subordination Agreement (ExchangeRight Income Fund)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company shall fail to 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to 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 a receiver, 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 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 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; or (h) the Company shall default in the payment of any 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence of any one -------------------------------- or more Events of Default under the Reimbursement Agreement, 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 (each called an "Event of Default hereunderDefault" and more than one herein called "Events of Default"), then (a) the holder hereof whole of the principal sums due under the Reimbursement Agreement, interest accrued thereon, and any and all indebtedness secured hereby, shall become due and payable in full pursuant to the terms of the Reimbursement Agreement, at the option of Mortgagee; (b) Mortgagee may, at its option, exercise its Statutory Power of Sale pursuant to M.G.L.A. Ch. 183, Section 21, as amended, which is hereby incorporated herein by reference in its entirety as if set forth herein; and (ic) declare Mortgagee may, at its option, commence or take any action permitted under the entire unpaid principal balance laws of the Commonwealth of Massachusetts or the United States of America, including without limitation the taking of possession of the Mortgaged Property as Mortgagee in possession pursuant to Massachusetts laws. In the event of a sale of the Mortgaged Property, Mortgagee shall receive the proceeds of such sale or sales, and accrued 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 upon then due on the Obligation 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 Mortgagee or then remaining unpaid, rendering and paying the surplus of said proceeds of sale, if any there be, over and above the amounts so to be immediately due retained as aforesaid, together with a true and payable without presentment particular account of such sale or notice 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 claiming or to claim the Mortgaged Property so sold by, from or under Mortgagor. Upon the occurrence of any kind which an Event of Default and written request from Mortgagee, Mortgagor shall pay to Mortgagee monthly, in addition to all sums called for by the Company waives pursuant Reimbursement Agreement, such sums as shall, from time 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, howevertime, in the case estimation of any Event Mortgagee, be equal to one-twelfth of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect the annual real estate taxes to be assessed upon the Mortgaged Property and/or premiums to be paid for insurance required hereunder. Such sums shall be applied by Mortgagee to the Companypayment of such taxes and/or insurance premiums, without but if default be made in any notice to payment required by the Company Reimbursement Agreement, such sums or any other act by Xxxxxxpart thereof may, at the principal balance and interest accrued on this Note shall become immediately due and payable without presentmentoption of Mortgagee, demand, protest, or other notice of any kind, all of which are be applied against the indebtedness hereby waived by the Companysecured.
Appears in 1 contract
Samples: Afc Cable Systems Inc
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if The occurrence of any one or more of the following events shall occur and be continuingconstitute an Event of Default hereunder: (a) Lessee fails to pay or Lessor does not receive any installment of rent on or before the Company fifth day following the date when the same becomes due and payable; (b) Lessee attempts to remove, sell, assign, transfer, encumber, sublet or part with possession of the Equipment or any items thereof, except as expressly permitted herein; (c) Lessee shall fail to pay when due 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 principal of, of Lessee ’s obligations under any Lease Schedule defaults in the performance of any covenant or interest upon, this Note obligation in favor of Lessor; (e) Lessee shall fail to observe or perform any of the Obligation other obligations required to be observed or performed by Lessee hereunder and such failure shall continue uncured for five ten (5) Business Days after such payment became due; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (3010) days after written notice thereofthereof to Lessee by Lessor; or (cf) any Any representation or warranty made by the Company to Lender Lessee herein or in any other Loan Document document or certificate furnished in connection herewith shall prove to be untrue or inaccurate incorrect in any material respect; or (dg) Lessee ceases doing business as a going concern, makes an assignment for the Company shall (1) apply for or consent to the appointment benefit of a receivercreditors, 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 admits in writing that it is unable its inability to pay its debts as they become due, (3) make files a general assignment for the benefit of creditorsvoluntary petition in bankruptcy, (4) file is adjudicated a bankrupt or an insolvent, files a petition seeking for itself any reorganization, arrangement, composition, readjustment, liquidation, dissolution or answer seeking reorganization similar arrangement under any present or an arrangement with creditors future statute, law or to take advantage of any bankruptcy regulation or insolvency laws, or (5) file files an answer admitting the material allegations of, or consent to, or default in answering, of a petition filed against it in any bankruptcy, reorganization, or insolvency such proceeding, consents to or take corporate action for acquiesces in the purpose appointment 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 appointing a receiver, trustee, intervenerreceiver, or liquidator of the Company, it or of all or substantially all any substantial part of its assets, and such order, judgmentassets or properties, or decree shall continue unstayed and in effect for a period of thirty (30) days; if it or (f) the its shareholders take any action looking to its dissolution or liquidation of the Company; or (g) a Change of Controlliquidation; or (h) Within thirty (30) days after the Company 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 proceedings shall not have been dismissed, or if within thirty (30) days after the appointment, without Lessee’s consent or acquiescence, of any trustee, receiver or liquidator of it or of all or any substantial part of its assets and properties, such appointment shall not be vacated. (i) Lessee or any guarantor shall default in the payment or performance of any other duties, obligations or liabilities of any indebtedness of such Company in excess of $250,000 individually for borrowed money, or in the aggregate under conditional sales or default shall occur in respect of any note installment contracts or credit agreement relating similar agreements, leases or obligations evidenced by bonds, debentures, notes or other similar agreements or instruments to any such indebtedness creditor (including Lessor under any other agreement) after any and such default all applicable cure periods therefor 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)have elapsed. Upon the occurrence of any an Event of Default hereunderDefault, then the holder hereof may, Lessor may at its option, option do any or all of the following: (i) declare by notice to Lessee terminate this Lease as to 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 the Company waives pursuant to SECTION 3 herein, and/or subject Lease Schedule: (ii) pursue and enforce any of Lender’s rights and remedies available pursuant whether or not this Lease is terminated as to any applicable law Lease Schedule, take possession of any or agreementall of the Equipment 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; provided(iii) recover from Lessee, howeveras liquidated damages for loss of a bargain and not as a penalty, an amount equal to the stipulated loss value as provided in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect Stipulated Loss Value Schedule attached as an Exhibit to the Companyapplicable Lease Schedule, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note which payment shall become immediately due and payable 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 presentment, further demand, protestpay to Lessor an amount equal to all sums due and payable for all periods up to and including the 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 Lessor and a reasonable sales commission to Lessor), said amount never to exceed the amount of the liquidated damages paid by Lessee. 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 any event, it will be liable for any deficiency after any sale, lease or other notice of disposition by Lessor. The rights afforded Lessor hereunder shall not be deemed to be exclusive, but shall be in addition to any kind, all of which are hereby waived rights or remedies provided by the Companylaw. 10.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if (a) If any one or more of the following events (each an “Event of Default”) shall occur and be continuingcontinuing beyond any applicable cure or notice period: (ai) the Company shall fail to pay when due any principal of, or interest upon, this Note within five days following notice 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice actual knowledge thereof; or (cii) any representation or warranty made by Company in the Company to Lender herein or in any other Loan Document Recapitalization Agreement shall prove to be untrue or inaccurate have been incorrect in any material respectrespect 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 (d) the Company any of its consolidated subsidiaries shall (1) apply for default in any payment of any Junior Indebtedness, other than Junior Indebtedness arising hereunder, or consent (2) default in the 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 clause (iii) unless the aggregate principal amount of all 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 a receiver, trustee, intervener, custodian, any custodian or liquidator of itself the like for him or of all or a any substantial part of its assetshis property to continue undischarged or unstayed for a period of 30 days, (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 Company makes 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 foregoingCompany shall generally not pay its debts as they become due; or (evi) an order, judgment, any judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company 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; or (h) the Company shall default in the payment of any 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 sum then outstanding principal amount of $250,000 individually this Note is entered against Company or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’s assets could be lawfully sold to satisfy its consolidated subsidiaries and not paid, or enforcement of such judgment(s). Upon the occurrence of judgment is not stayed within 30 days after such judgment is rendered; THEN, and in any Event of Default hereundersuch event, then the holder hereof Holder may, at its optionby notice to Company, (i) declare the entire unpaid outstanding principal balance and all accrued and unpaid interest upon the Obligation under this Note to be immediately due and payable without presentment or notice of any kind which the Company waives pursuant to SECTION 3 hereinin full, 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other further notice of any kind, all of which are hereby expressly waived by the Company.
Appears in 1 contract
Samples: Stock Purchase Agreement (CDR Cookie Acquisition LLC)
Events of Default and Remedies. An “"EVENT OF DEFAULT” " shall exist hereunder if any one or more of the following events shall occur and be continuing: (a) the Company Borrower shall fail to pay when due any principal of, or interest upon, this Note or the Obligation and such failure shall continue for five three (53) Business Days days after such payment became due; or (b) the Company Borrower shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company Borrower to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect, the result of which could be expected to have a Material Adverse Effect; or (d) the any Company shall (1) apply for or consent to the appointment of a receiver, 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 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 any Company or appointing a receiver, trustee, intervener, or liquidator of the any 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 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 agreement shall be modified, amended, renewed, extended, or restated from time to time) and such default or event of default shall continue unremedied after the expiration of any period of grace or notice, if any; or (i) any Company shall default in the payment of any 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 thereinin each case where the result of which could be expected to have a Material Adverse Effect; or (ij) any final judgment(s) for the payment of money in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the 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 the such Company’s 's assets could be lawfully sold to satisfy such judgment(s), the result of which could be expected to have a Material Adverse Effect. 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 accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which the Company Borrower waives pursuant to SECTION 3 herein, and/or (ii) pursue and enforce any of Lender’s 's rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the any Company, without any notice to the Company Borrower or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the CompanyBorrower.
Appears in 1 contract
Samples: Minrad International, Inc.
Events of Default and Remedies. An “EVENT OF DEFAULT” "Event of Default" shall exist hereunder if any one or more of the following events shall occur and be continuingoccur: (a) the Company Maker shall fail to 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 dueNote; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) the Company Maker shall (1) apply for or consent to the appointment of a receiver, trustee, intervenerintervenor, custodian, 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, reorganization or insolvency proceeding, or take corporate action for the purpose of effecting any of the foregoing; or (ec) an order, judgment, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of the Company maker or appointing a receiver, trustee, intervener, intervenor or liquidator of the CompanyMaker, or of all or substantially all of its assets, and such order, judgment, judgment or decree shall continue unstayed and in effect for a period of thirty sixty (3060) days; or (fd) the dissolution or liquidation of Maker; (e) Maker shall breach any covenant under this Note, (f) any "Event of Default," as defined in the Company; Security Agreement or the Mortgage, shall occur, (g) a Change of Control; any failure to pay, when due, any obligations, whether as to principal, interest or (h) otherwise, including non-payment following acceleration or maturity, shall occur with respect to the Company shall default in Senior Financing Debt and continue past the payment expiration of any 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 with respect thereto provided in the document governing the same, (ih) any final judgment(s) for the payment default or event of money default, other than a default or event of default occasioned by a failure to pay as described in excess of the sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Company.the
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Borrower fails to pay any amount of principal and interest when due under any principal of, or interest upon, this Note or the Obligation and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by the Company to Lender herein Borrower in this Agreement, any Note or in any other Loan Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Borrower (A) fails to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Agreement, any Note or any other Loan Document and, in the Company case of clause (B), such failure continues unremedied for a period of fifteen (15) days; (iv) Borrower which is not an individual shall (1) apply for have consolidated with or consent to the appointment of a receiver, trustee, intervener, custodianmerged with or into another entity, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Borrower that is an individual dies or insolvent 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 file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree condition contained in any Rate Management Agreement; (ix) a default shall have occurred and be entered continuing under any contract, agreement or document between Borrower and any of its other creditors, (x) if Borrower’s obligations are guaranteed by any court other party, an “Event of competent jurisdiction Default” (under and as defined in the 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 other competent authority approving a petition seeking reorganization prospective financial condition, management or results of operations since the Company appointing a receiver, trustee, intervener, or liquidator date hereof which may affect the ability of Borrower to perform its obligations under 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) daysLoan Documents has occurred; or (fxii) the dissolution or liquidation owners of the Company; capital stock or (g) a Change other units of Control; ownership on the date of this Agreement entitled to vote for the election of the board of directors of Borrower or (h) other similar governing body cease to own or do not have the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or unencumbered right to vote 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten ninety percent (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e90%) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, such capital stock or other notice ownership interest of any kind, all of which are hereby waived by the CompanyBorrower.
Appears in 1 contract
Samples: Loan and Security Agreement (Banyan Rail Services Inc.)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Lessee fails to pay any Rent when due any principal of, or interest upon, under this Note or the Obligation Lease and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by Lessee in the Company to Lender herein Lease or in any other Loan Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Lessee fails (A) to obtain and maintain the insurance coverage required herein; or (dB) fails to materially observe or perform any other covenant, condition or agreement under this Lease and, in the Company 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 (1) apply for have consolidated with, merged with or consent to the appointment of a receiver, trustee, intervener, custodianinto, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Lessee or insolvent any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgment, custodian or decree shall be entered by any court of competent jurisdiction receiver or other competent authority approving officer with similar powers is appointed for itself or for a petition seeking reorganization 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 Company 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) daysTerm; or (fvii) the dissolution or liquidation if Lessee’s obligations are guaranteed by any other party, an “Event of the Company; or Default” (g) a Change of Control; or (h) the Company shall default under and as defined in the payment of any indebtedness of Guaranty executed by 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(sGuarantor) shall not be satisfied or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Companyoccur.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall fail Lessee fails to pay any Rent when due any principal of, or interest upon, under this Note or the Obligation Lease and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by Lessee in the Company to Lender herein Lease or in any other Loan Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Lessee fails (A) to obtain and maintain the insurance coverage required herein; or (dB) fails to observe or perform any other covenant, condition or agreement under this Lease and, in the Company 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 (1) apply for have consolidated with, merged with or consent to the appointment of a receiver, trustee, intervener, custodianinto, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence; (2v) be adjudicated bankrupt Lessee or insolvent any Guarantor (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 decree document between Lessee and any of its other creditors, (viii) a default shall have occurred and be entered 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 court other party, an “Event of competent jurisdiction Default” (under and as defined in the Guaranty executed by such Guarantor) shall occur; (x) a material adverse change in Lessee’s existing or other competent authority approving a petition seeking reorganization prospective financial condition or results of operations since the Company appointing a receiver, trustee, intervener, or liquidator date hereof which may affect the ability of Lessee to perform its obligations under the Company, or of all or substantially all of its assets, Lease Documents shall occur and such order, judgment, or decree shall continue unstayed and in effect for a period of thirty (30) daysbe continuing; or (fxi) the dissolution or liquidation individuals who as of the Company; or (g) a Change date of Control; or (h) the Company shall default in the payment of any 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 this Agreement are members of the sum Board of $250,000 individually or in Directors of the aggregate shall be rendered against Lessee (the Company and such judgment(s“Incumbent Board”) shall not be satisfied or discharged cease for any reason to constitute at least ten (10) days prior to the date on which any a majority of the Company’s assets could be lawfully sold to satisfy such judgment(s). Upon the occurrence Board 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 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 agreementDirectors; provided, however, in that if the case election, or nomination for election by the Lessee’s shareholders, of any Event new director was approved by a vote of Default specified in PARAGRAPH (d) or (e) at least a majority of the Incumbent Board, such new director shall, for purposes of this SECTION 4 with respect to Agreement, be considered as a member of the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the CompanyIncumbent Board.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Advanced Photonix Inc)
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if any one or more of the The following events shall occur and be continuingdeemed to be events of default (each an "Event of Default") by Subtenant under this Sublease: (a) the Company Subtenant shall fail to pay make any payment of Rent required to be made by Subtenant hereunder, as and when due any principal ofdue, or interest upon, in accordance with the terms of this Note Sublease or the Obligation Prime Lease and such failure cure period under the Prime Lease less two (2) days shall continue for five (5) Business Days after such payment became duehave elapsed; or (b) the Company Subtenant shall fail to perform any 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 covenants or agreements contained herein or in any other Loan Document and time within which such failure is required to be cured thereunder shall continue unremedied for have elapsed; Subtenant shall fail to comply with any term, provision or covenant of this Sublease, and shall not cure such failure within thirty (30) days after written of receiving notice thereof; or of such failure from Sublandlord (c) any representation or warranty made provided, however, if the default is not by the Company to 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 its nature capable of a receiver, 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 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 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 cure within thirty (30) days, it shall not be an Event of Default if and so long as Subtenant commences a cure within thirty (30) days and thereafter diligently prosecutes the cure to completion); or (f) Notwithstanding the dissolution or liquidation of the Company; or (g) a Change of Control; or (h) the Company shall default foregoing, in the payment event Sublandlord shall receive from the Owner any notice of default under the Prime Lease or notice of any indebtedness event, which, with the giving of notice or lapse of time, or both, would constitute 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 gracea default, if any, specified therein; or (i) any final judgment(sSublandlord shall promptly and without delay furnish notice to this effect to Subtenant if Sublandlord receives such notice or (ii) for Subtenant shall promptly and without delay furnish notice to this effect to Sublandlord. In the payment of money in excess of the sum of $250,000 individually or in the aggregate event Sublandlord shall be rendered against the Company and such judgment(s) fail to so notify Subtenant, Sublandlord shall not be satisfied or discharged at least ten (10) days prior entitled to declare an Event of Default under this Sublease with respect to the date on which any event or circumstance in question, unless the notice furnished by the Owner to the Sublandlord in accordance with the terms of the Company’s assets could 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 lawfully sold entitled to satisfy declare an Event of Default under this Sublease as a result of any default under the Prime Lease if such judgment(s)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 and 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 upon 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, following an Event of Default, Sublandlord shall be entitled to recover as damages, all Rent that is derived from the terminated Sublease and other sums due and payable by Subtenant on the date of termination, plus the sum of (i) an amount equal to the then present value of the holder hereof Rent that is derived from the terminated Sublease and other sums provided herein to be paid by Subtenant for the residue 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. 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 its Sublandlord's option, enter into the Subleased Premises, remove Subtenant's signs and other evidences of tenancy, and take and hold possession thereof as provided in subparagraph (ib) declare above, without such entry and possession terminating this Sublease or releasing Subtenant, in 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 unpaid principal balance 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 accrued interest resublet the Subleased Premises. In connection therewith, and to the 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 Obligation Subleased Premises, with process of law, to be immediately due maintain, repair or replace anything for which Subtenant is responsible under this Sublease and payable without presentment or notice 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 kind which of the Company waives pursuant to SECTION 3 foregoing remedies shall not preclude the pursuit of any of the other remedies provided herein, and/or or any other remedies provided by law (ii) pursue and enforce all such remedies being cumulative), nor shall pursuit of any remedy provided herein or in any of Lender’s rights 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 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 waiver 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 Sublandlord or Subtenant in enforcing one or more of the remedies available pursuant to any applicable law or agreement; provided, howeverprovided herein, in the case Lease or in any documents executed in connection with the aforementioned documents, upon a default shall not be deemed or construed to constitute a waiver of such default or of Sublandlord's right to enforce any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 such remedies with respect to the Company, without any notice to the Company such default or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, or other notice of any kind, all of which are hereby waived by the Companysubsequent default.
Appears in 1 contract
Events of Default and Remedies. An “EVENT OF DEFAULT” Section 6.1 The following shall exist hereunder if any one or more each be "Events of Default" under this Project Agreement: the following events shall occur and be continuing: (a) the Company shall fail to 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 or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (c) any representation or warranty made by the Company to Lender herein or observe and perform any covenant contained 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 a receiverSections 2.1(e), trustee2.1(g), intervener2.1(i), custodian2.1(j), or liquidator of itself or of all or a substantial part of its assets2.1(k), (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 due4.3, (3) make a general assignment for the benefit of creditors4.5, (4) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy or insolvency laws4.6, or (5) file an answer admitting the material allegations of5.1, or consent to5.2, 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 appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, 7.1 and 7.6 hereof and such order, judgment, or decree shall continue unstayed and in effect failure having continued for a period of thirty (30) daysdays after the Agency gives written notice to the Company, specifying that failure and stating that it be remedied, or in the case of any 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 failure by the Company to pay the Recapture Benefits on the date due; the occurrence and continuation of a Recapture Event; the occurrence of an Event of Default under the Leaseback Agreement or (f) Tax Agreement; the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (g30) a Change days any execution, garnishment, judgment or attachment of Controlsuch consequence as may impair its ability to carry on its operations; or (h) the failure by the Company shall default in the payment of any 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 generally to any such indebtedness and such default shall continue for more than the period of grace, if any, specified thereinpay its debts as they become due; or (i) any final judgment(s) an assignment by the Company for the payment benefit of money creditors; or the commencement by the Company (as the debtor) of a case in excess bankruptcy or any proceeding under any other insolvency law; or the commencement of the sum of $250,000 individually a case in bankruptcy or in the aggregate shall be rendered any proceeding under any other insolvency law against the Company and such judgment(s) shall not be satisfied (as the debtor), wherein a court having jurisdiction in the premises enters a decree or discharged at least ten (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation to be immediately due and payable without presentment or notice of any kind which order for relief against the Company waives pursuant as the debtor, or such case or proceeding is consented 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 case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to by the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protestremains undismissed for forty (40) days, or other notice 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 charge of any kind, substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors which are hereby waived by the Companyis not revoked within thirty (30) days of initial appointment.
Appears in 1 contract
Samples: Project Agreement
Events of Default and Remedies. An “EVENT OF DEFAULT” shall exist hereunder if The occurrence of any one or more of the following events shall occur and be continuingan "Event of Default" hereunder: (a) the Company shall fail failure of Borrower to pay make any payment when due any principal of, or interest upon, under this Note or the Obligation and such failure shall continue for five (5) Business Days after such payment became dueunder any other note or obligation of Borrower to Lender; or (b) an Event of Default under the Company shall fail to perform Security Documents, or any default under any of the covenants following that does not have a defined set of "Events of Default" and the lapse of any notice or agreements contained herein or in cure period provided therein: any other Loan Document agreement, document or instrument between Borrower and such failure shall continue unremedied for thirty (30) days after written notice thereofLender; or (c) any representation or warranty made by the Company to Lender herein or in any other Loan Document shall prove to be untrue or inaccurate in any material respect; or (d) the Company if Borrower shall (1) apply for or consent to the appointment of a receiver, 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 writing that it is unable to pay its debts as they become due, (3i) make a general an assignment for the benefit of creditors, (4ii) file have a petition initiating any proceeding under the Bankruptcy Code filed by or answer seeking reorganization against one or an arrangement with creditors or to take advantage more of any bankruptcy or insolvency lawsthem, or (5iii) 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 appointing have a receiver, trustee, interveneror custodian appointed for all or any material part of Borrower’s assets, or liquidator (iv) seek to make an adjustment, settlement or extension of their respective debts with his, her or its (as the Companycase 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 all attachment or substantially all of its assets, garnishment is made and such order, judgment, issued against Borrower or decree shall continue unstayed and in effect for a period of thirty (30) daysBorrower’s property; or (f) any representation or warranty made by Borrower to Lender in any document, including but not limited to the dissolution Security Documents, or liquidation any other documents now or in the future securing the obligations of the CompanyBorrower to Lender, is false or erroneous in any material respect; or (g) a Change the failure of ControlBorrower to observe or perform any covenant or other agreement with Lender contained in any document executed in connection with this Note or any of the Security Documents; or (h) the Company shall default in the event Lender in good xxxxx xxxxx itself insecure with respect to payment of any indebtedness of such Company in excess of $250,000 individually this Note, or in good faith believes the aggregate prospect of payment is impaired, or default shall occur Lender determines in respect the exercise of its sole judgment that Lender’s perfection in any note or credit agreement relating to any such indebtedness and such default shall continue for more than of the period of grace, if any, specified thereinCollateral is impaired; or (i) the failure of any final judgment(s) for Borrower to observe or perform any covenant or other agreement with Lender contained in any document, including but not limited to the payment of money in excess of the sum of $250,000 individually Security Documents or any documents now or in the aggregate shall be rendered against future securing the Company and such judgment(s) shall not be satisfied or discharged at least ten (10) days prior obligations of Borrower to the date on which any of the Company’s assets could be lawfully sold to satisfy such judgment(s)Lender. Upon the occurrence of any an Event of Default hereunder, then the holder hereof may, at its option, Default: (i) declare the entire unpaid outstanding principal balance hereunder together with any additional amounts secured by the Security Documents, at the option of the holder and accrued interest upon the Obligation to be immediately due and payable without presentment demand or notice of any kind (which the Company waives pursuant to SECTION 3 hereinare hereby expressly waived), and/or (ii) pursue may be accelerated and enforce any of Lender’s rights and remedies available pursuant to any applicable law or agreement; provided, however, in the case of any Event of Default specified in PARAGRAPH (d) or (e) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentmentpayable, demand(ii) this Note, protesttogether with all arrearages of interest will from the date of the occurrence of the Event of Default bear interest at the Default Rate, or other notice of any kind(iii) Borrower will pay to Lender all reasonable attorneys’ fees, all of which are hereby waived court costs and expenses incurred by Lender in connection with Lender's efforts to collect the indebtedness evidenced by the CompanyNote, and (iv) the liability of Borrower hereunder shall be limited to and satisfied exclusively from the Collateral, and Lender’s sole remedy in the event of a default under this Note is to foreclose its lien and security interest against the Collateral, 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. An “EVENT OF DEFAULT” shall exist hereunder if any one or more (a) Each of the following events constitutes an “Event of Default” hereunder and any event that, with the passage of time or the giving of notice, or both, would constitute an Event of Default shall occur and be continuingconstitute a “Default” hereunder: (ai) the Company shall Lessees fail to pay any Rent when due any principal of, or interest upon, under this Note or the Obligation Lease and such failure shall continue continues for five a period of ten (510) Business Days after such payment became duedays; or (b) the Company shall fail to perform any of the covenants or agreements contained herein or in any other Loan Document and such failure shall continue unremedied for thirty (30) days after written notice thereof; or (cii) any representation or warranty made by Lessees in the Company to Lender herein Lease or in any other Loan Lease Document shall at any time prove to be untrue or inaccurate have been incorrect in any material respectrespect as and when made; (iii) Lessees (A) fail to obtain and maintain the insurance coverage required herein; or (dB) the Company 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 (1) apply for have consolidated with, merged with or consent to the appointment of a receiver, trustee, intervener, custodianinto, or liquidator of itself conveyed, sold or of otherwise transferred all or a substantial part substantially all of its assets, assets or shall have failed to maintain its corporate existence or any Lessee that is an individual dies or becomes permanently and totally disabled; (2v) be adjudicated bankrupt any Lessee (A) ceases doing business as a going concern; (B) makes an assignment for the benefit of creditors or insolvent or file a voluntary petition for bankruptcy or admit admits in writing that it is unable 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; (3D) make a general assignment for fails to obtain the benefit discharge 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, insolvency or insolvency proceeding, or take corporate action for the purpose of effecting any similar proceeding initiated against it by others within sixty (60) days of the foregoingdate 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 (eF) an ordera trustee, judgmentcustodian 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 required condition at the expiration of the Term; (vii) a default shall have occurred and be continuing under any contract, agreement or decree document between any Lessee and any of its other creditors; (viii) a default shall have occurred and be entered 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 court other party, an “Event of competent jurisdiction or other competent authority approving Default” (under and as defined in a petition seeking reorganization of the Company appointing a receiver, trustee, intervener, or liquidator of the Company, or of all or substantially all of its assets, and Guaranty executed by any such order, judgment, or decree Guarantor) shall continue unstayed and in effect for a period of thirty (30) daysoccur; or (fx) the dissolution or liquidation owners of the Company; capital stock or (g) a Change other units of Control; ownership on the date of this Lease entitled to vote for the election of the board of directors of the Lessee or (h) other similar governing body cease to own or do not have the Company shall default in the payment of any indebtedness of such Company in excess of $250,000 individually or unencumbered right to vote 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 sum of $250,000 individually or in the aggregate shall be rendered against the Company and such judgment(s) shall not be satisfied or discharged at least ten fifty-one (10) days prior to the date on which any of the Company’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 accrued interest upon the Obligation 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 case of any Event of Default specified in PARAGRAPH (d) or (e51%) of this SECTION 4 with respect to the Company, without any notice to the Company or any other act by Xxxxxx, the principal balance and interest accrued on this Note shall become immediately due and payable without presentment, demand, protest, such capital stock or other notice ownership interest of any kind, all of which are hereby waived by the CompanyLessee.
Appears in 1 contract
Samples: Master Equipment Lease Agreement (Patriot National, Inc.)
