Events. Upon the occurrence of any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default: (a) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; or (b) Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or (c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or (d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or (e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereof; or (f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or (g) the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; or (h) the dissolution of Guarantor.
Appears in 2 contracts
Sources: Guaranty Agreement (Better Choice Co Inc.), Guaranty Agreement (Better Choice Co Inc.)
Events. Upon In case of the occurrence happening of any of the following eventsevents (each, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence "Event of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:Default"):
(a) Borrower breaches or an event of default occurs under or in connection with the Company shall fail to make any payment on principal of the Guaranteed Obligations Notes when and as the same shall become due and payable, whether at the due date thereof, by acceleration or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligationsotherwise; or
(b) Guarantor fails the Company shall fail to perform pay any premium, interest, fee or observe any agreementother obligation due hereunder when and as the same shall become due and payable, covenant whether at the due date thereof, by acceleration or provision contained in this Guarantyotherwise; or
(c) Guarantor fails the Company shall fail timely to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amendedperform its obligations under Section 2.7(e) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of paymenthereof; or
(d) default shall be made in the due observance or performance by any warrantyObligor of any covenant or agreement contained in Section 6.1 or 6.2 or Article VII of this Agreement, and such default shall continue unremedied for thirty (30) days after written notice thereof to the Company by the Purchasers; or
(e) default shall be made in the due observance or performance by any Obligor of any other covenant or agreement to be observed or performed under this Agreement or any other Transaction Document, and such default shall continue unremedied for thirty (30) days (or such lesser period as may be required as a result of such default) after written notice thereof to the Company by the Purchasers; or
(f) any representation or warranty made by any Obligor contained in this Agreement or in any other Loan Document or in any certificate, financial statement or other instrument furnished by or on behalf of Guarantor contained in any Obligor pursuant to this Guaranty is Agreement or such other Loan Document shall prove to have been false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied respect when made or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Codefurnished; or
(g) any Obligor or any of its subsidiaries shall (i) voluntarily commence any proceeding or file any petition or proposal or any notice of its intent to commence or file any such proceeding, petition or proposal seeking relief under the occurrence U.S. Bankruptcy Code or any other federal, state bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any event that would permit Lender such petition or proposal, (iii) apply for or consent to accelerate all the appointment of a receiver, trustee, custodian, sequestrator or similar official for any such person or for any substantial part of its property or assets, (iv) file an answer admitting the Guaranteed Obligationsmaterial allegations of a petition filed against it in any such proceeding, but acceleration thereof is prevented by law(v) make a general assignment for the benefit of creditors, court order, (vi) fail generally to pay its debts as they become due or otherwise(vii) take any corporate or stockholder action in furtherance of any of the foregoing; or
(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Obligor or any of its subsidiaries or of any substantial part of the dissolution property or assets thereof, under Title 11 of Guarantorthe United States Code or any other federal, state bankruptcy, insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for any Obligor or any of its subsidiaries or for any substantial part of their property or (iii) the winding-up or liquidation of any Obligor or any of its subsidiaries, and such proceeding, petition or order shall continue unstayed and in effect for a period of sixty (60) consecutive days; or
(i) a final judgment for the payment of money in an amount in excess of $500,000 shall be rendered by a court or other tribunal against any Obligor or any of its subsidiaries and shall remain undischarged for a period of sixty (60) consecutive days during which such judgment and any levy or execution thereof shall not have been effectively stayed or vacated; or
(j) any event shall occur or condition shall exist or fail to occur or exist if the effect of such occurrence, existence or failure is to accelerate the maturity of any indebtedness of any Obligor or any of its subsidiaries in a principal amount in excess of $500,000 or any such indebtedness shall not be paid when due, whether at maturity, by acceleration or otherwise, or the holder of any lien upon property of any Obligor shall commence foreclosure of such lien; or
(k) any Loan Document shall cease to be in full force and effect and enforceable against any Obligor which is a party thereto in accordance with its terms; or
(l) there shall have occurred with respect to the Company a Change in Control; or
(m) the security interest in the Collateral granted hereunder shall cease to be, in any material respect, in full force and effect, or shall cease, in any material respect, to give the Agent for the ratable benefit of the Purchasers, rights, powers and privileges purported to be created thereby or any Obligor shall default in the due performance or observance of any material term, covenant or agreement on its part to be performed or observed pursuant to Article IX hereof and such default shall continue for thirty (30) or more days after written notice to the Company; or
(n) any Obligor or an ERISA Affiliate (as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) shall fail to pay when due an amount or amounts aggregating in excess of $500,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate an "employee pension benefit plan" (a "Benefit Plan") shall be filed under Title IV of ERISA by any ERISA Affiliate, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Benefit Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Benefit Plan must be terminated; or there shall occur a complete or partial withdrawal from or a default, within the meaning of Section 4219 (c) (5) of ERISA, with respect to, one or more multi-employer plans which could cause one or more ERISA Affiliates to incur a payment obligation in excess of $500,000; or
(o) there shall have occurred any event which would constitute a Material Adverse Effect; or
(p) any Guarantor shall assert that its obligations hereunder or under any other Loan Document shall be invalid or unenforceable or that it has no further obligations or liabilities hereunder; then, and in any such event, and at any time thereafter during the continuance of such event, subject to the terms of the Subordination Agreement, the Agent or the holders of at least seventy-five (75%) percent in aggregate principal amount of the Notes then outstanding may, by notice to the Company, take any of the following actions at the same or different times: (i) terminate forthwith the commitment hereunder to purchase the Notes and (ii) declare the Notes (if outstanding) to be forthwith due and payable, whereupon the entire unpaid principal of the Notes, together with accrued interest thereon, the then applicable redemption premium, if any, and all other obligations, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in the Notes or the other Loan Documents to the contrary notwithstanding (except for the Subordination Agreement), and (iii) exercise any and all other remedies provided under any Loan Document upon the occurrence and continuance of an Event of Default. Notwithstanding the foregoing, in the case of an Event of Default arising under subsections (g) or (h) of Section 8.1 hereof with respect to any Obligor or any subsidiary of any Obligor, all outstanding Notes will ipso facto become due and payable without further action or notice. All rights and remedies of the Agent and the Purchasers under this Agreement and all covenants and obligations of the Company hereunder, are subject to the terms and conditions of the Subordination Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall control.
Appears in 1 contract
Sources: Subordinated Secured Notes Purchase Agreement (Sheldahl Inc)
Events. Upon of Default In addition to as otherwise set forth in this Agreement and/or the Security Agreement, the occurrence of any of the following events, Guarantor immediately and without notice from Lender, events shall pay to Lender constitute an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided "Event of Default" hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:
: (a) Borrower breaches or an event of default occurs under Owner / Guarantor violates any term, covenant or condition in connection with any of the Guaranteed Obligations Agreement, the Note or any of the instruments, documents, agreements or contracts evidencing the Guaranteed ObligationsSecurity Agreement and Guaranty; or
(b) Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement warranty by Borrower or on behalf of Owner/Guarantor contained in this the, Agreement .the Note or the Security Agreement and Guaranty is shall prove to have been incorrect, incomplete, false or misleading in any material respectrespect when made; or
(ec) Borrower or Owner / Guarantor admits its inability to pay its debts, or makes a general assignment for the benefit of creditors; or any finalproceeding shall be instituted by or :against Owner / Guarantor asking to adjudicate it bankrupt or insolvent, non-appealable judgment is rendered against or seeking reorganization, arrangement, adjustment, or composition of it or it debts; (d) Owner/ Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days sends a notion: of recrimination of the rendering thereofSecurity Agreement and Guaranty; or
(fc) Borrower suspends, dissolves or terminates its business; (0 Borrower sells all or substantially all of its assets; (g) Borrower makes or sends notice of any intended bulk sale or transfer by Borrower; (h) Borrower performs any act that encumbers the cash flow of the business placing undue stress on the viability of the operations and reduces value of the Collateral or the security interest granted in the Collateral under the Security Agreement and Guaranty; (i) Owner / Guarantor performs any act that reduces the value of the Additional Collateral {as defined in the Security Agreement and Guarantee) or the security interest granted in the Additional Collateral under the Security Agreement and Guaranty; (j) Borrower or Owner/Guarantor performs any act that reduces; the value of the Cross Collateral (:as defined in the Security Agreement and Guarantee); (Borrower or any Owner/Guarantor files a any petition seeking relief for bankruptcy under any provision of the United States Bankruptcy Codecode or an involuntary petition for bankruptcy has been brought or is pending against Borrower or any Owner / Guarantor; or
or (gl) Borrower or Owner/Guarantor defaults under any of the occurrence terms, covenants and conditions of any event that would permit Lender to accelerate all or any part of the Guaranteed ObligationsOther agreement which OLD MAIN CAPITAL, but acceleration thereof is prevented by law, court order, or otherwise; or
(h) the dissolution of GuarantorLLC including those with affiliated / associated businesses.
Appears in 1 contract
Sources: Loan Agreement (Epic Stores Corp.)
Events. Upon The Lenders agree to indemnify the occurrence Agent and the Co- ------ Agent (to the extent not reimbursed under Section 13.5 hereof), ------------ but without limiting the obligations of the Borrower under said Section 13.5, ratably in accordance with their respective ------------ Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent and the Co- Agent in any way relating to or arising out of this Agreement or any other Loan Document or any other documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby (including, without limitation, the costs and expenses which the Borrower is obligated to pay under Section ------- 13.5 hereof but excluding, unless a Default has occurred and is ---- continuing, normal administrative costs and expenses incident to the performance of its agency duties hereunder) or the enforcement of any of the following eventsterms hereof or thereof or of any such other documents, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and provided that no Lender shall be entitled to enforce the provisions hereof, and to exercise liable for any other rights, powers, and remedies provided hereunder. Upon the occurrence of any -------- of the following events, Guarantor foregoing to the extent they arise from the gross negligence or willful misconduct of the party to be indemnified and provided further that nothing in this Section 12.5 shall -------- ------- ------------ require any Lender to reimburse the Agent and the Co-Agent for internal overhead. Non-Reliance on Agent or the Co-Agent and Other Lenders. Each ------------------------------------------------------- Lender agrees that it shall pay to Lender an amount equal to all Guaranteed Obligationshas, regardless whether independently and without reliance on the Agent and the Co-Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis of the Guaranteed Obligations themselves have been acceleratedBorrower and decision to enter into this Agreement and that it will, are past dueindependently and without reliance upon the Agent or the Co-Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or are in default:
(a) Borrower breaches or an event of default occurs not taking action under or in connection with any of the Guaranteed Obligations this Agreement or any of the instruments, documents, agreements or contracts evidencing other Loan Documents. The Agent and the Guaranteed Obligations; or
(b) Guarantor fails to perform or observe Co-Agent shall not be under any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed obligation to any Person Lender to ascertain or security to inquire as to the performance or observance by the Borrower of Guarantor (as “security” is defined for purposes of federal securities laws as amended) this Agreement or any event shall occur of the other Loan Documents or any condition shall exist in respect other document referred to or provided for herein or therein or to inspect the properties or books of any indebtedness owed the Borrower. Except for notices, reports and other documents and information expressly required to any Person be furnished to the Lenders by the Agent and the Co- Agent hereunder or security of Guarantor, or under any agreement securing or relating to such indebtedness or securitythe other Loan Documents, the effect of which is Agent and the Co-Agent shall not have any duty or responsibility to cause provide any holder of such indebtedness Lender with any credit or other security information concerning the affairs, financial condition or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days business of the rendering thereof; or
Borrower (for any of its Affiliates) Guarantor files a petition seeking relief under any provision which may come into the possession of the United States Bankruptcy Code; or
(g) Agent and the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; or
(h) the dissolution of GuarantorCo-Agent.
Appears in 1 contract
Sources: Revolving Credit Agreement (American Dental Partners Inc)
Events. Upon Subject to applicable law, you shall be in default under this Agreement upon the occurrence of any one of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:
following: (ai) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; or
(b) Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails you fail to make any payment of any Obligation when due on or payments to us are returned or reversed for any indebtedness owed reason; (ii) you become generally unable to pay your debts as they become due; (iii) you attempt to use a Card or your Account for non-business or non-commercial purposes; (iv) any other creditor tries by legal process to take or foreclose upon any of your assets; (v) you or any guarantor of the Obligations becomes insolvent, is placed in receivership, is adjudicated bankrupt, or is subject to any Person voluntary or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) involuntary bankruptcy or insolvency proceeding or any event shall occur or any condition shall exist in respect assignment for the benefit of any indebtedness owed your creditors; (vi) if you cease to any Person or security of Guarantorexist, die (to the extent that you are a sole proprietorship, a single member LLC, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or entity having a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or securitysingle owner), or a portion thereofotherwise take action to dissolve or wind up your affairs, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(dvii) you provide us with any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading material information; (viii) any representation or warranty made by you in this Agreement is untrue or incorrect in any material respectrespect or you breach in any material respect any covenant or undertaking under this Agreement; or
(eix) you are in default of any other credit, loan, leasing or similar agreement for the extension of credit you have with us or any of our subsidiaries or affiliates; (x) you violate any applicable law in connection with the Account or use of the Cards; (xi) any final, non-appealable judgment guarantor or other third party that has guaranteed or assumed any responsibility for the Obligations is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence in default of any event guaranty or similar agreement with us; (xii) we believe in good faith that would permit Lender your ability to accelerate all pay or perform the Obligations under this Agreement has been materially impaired; or (xiii) a significant change occurs in your ownership, organizational structure or type or volume of business. You may incur fees or other charges in connection with a default. The payment of any part of fee or other charge will not cure the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, default that triggered the fee or otherwise; or
(h) the dissolution of Guarantorcharge.
Appears in 1 contract
Events. Upon the occurrence of any Any of the following eventsevents which shall occur and be continuing for any reason whatsoever, Guarantor immediately and without notice from Lenderwhether voluntary or involuntary, by operation of law or otherwise, shall pay to Lender be considered an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence Event of any of the following events, Guarantor agrees Default as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm is used herein:
(a) The Borrower breaches shall fail to pay any principal, interest, fees or an event other amounts payable under any of default occurs the Loan Documents within five (5) Business Days of the due date.
(b) Any representation or warranty made or deemed made by any of the Loan Parties (or any of their respective officers) under or in connection with any Loan Documents shall have been materially incorrect or misleading in any material respect when made or deemed made.
(c) The Borrower shall fail to perform or comply with any term or covenant contained in Section V hereof.
(d) The Borrower shall fail to perform or comply with any other term or covenant contained in any Loan Documents, other than those described in subsections (a) and (c) above, and such failure shall not be remedied within twenty (20) days following the earlier of Knowledge thereof by a Loan Party, or of written notice by the Lender to the Borrower.
(e) Any of the Guaranteed Obligations Loan Documents or any material provision thereof shall, for any reason, not be valid and binding on any of the Loan Parties or any other party thereto; or any of the instrumentsabove shall not be in full force and effect, documentsor shall be declared to be null and void; or the validity or enforceability of any of the Loan Documents shall be contested by any of the Loan Parties, agreements or contracts evidencing by any Affiliate of any thereof, or any other party thereto (other than the Guaranteed ObligationsLender); orany Loan Party to any thereof shall deny that it has any or further liability or obligation under its respective Loan Documents or shall revoke or terminate or attempt to revoke or terminate the same; or any of the Subordination Agreements or any subordination provisions of any agreement or instrument governing any Subordinated Debt is for any reason revoked or invalidated, or otherwise cease to be in full force and effect, any Person party thereto contests in any manner the validity or enforceability thereof or denies that it has any further liability or obligation thereunder; or the Indebtedness is for any reason subordinated or does not have the priority contemplated by the provisions of this Agreement or any of the Subordination Agreements or any such subordination provisions.
(bf) Guarantor fails Any of the Loan Parties shall (i) make a general assignment for the benefit of creditors, or (ii) apply for or consent to the appointment of, or allow to be appointed, a custodian, receiver, a trustee or liquidator of itself or of all or a substantial part of its assets, or (iii) file a petition for relief under or be the subject of an order for relief entered pursuant to a petition filed under, any bankruptcy or similar statute (whether Federal or State) relating to relief of debtors; or (iv) be the subject of any petition for relief filed against it under any bankruptcy or similar statute (whether Federal or State) relating to relief of debtors which shall not be vacated or dismissed within sixty (60) days after the filing thereof; or (v) dissolve, liquidate, reorganize, or be acquired by any Person(s).
(g) Any of the Loan Parties shall fail to pay any Debt of $500,000.00 or more (individually or in the aggregate) when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), and such failure, shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; any Loan Party shall fail to perform or observe any agreement, term or covenant or provision contained in this Guarantyany agreement or instrument relating to any such Debt, when required to be performed or observed, and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, or can result in acceleration of the maturity of such Debt; oror any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.
(ch) Guarantor fails to make Any party shall commence any payment due on action, suit or proceeding against or affecting any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence of any event that would permit Lender to accelerate all Loan Party or any part of the Guaranteed ObligationsCollateral or involving the validity or enforceability of this Agreement or any of the other Loan Documents or the priority of the Liens created by any of the other Loan Documents, but acceleration thereof is prevented by law, court orderat law or in equity, or otherwise; orbefore any Governmental Authority, which materially impairs or would materially impair Lender’s interest in any material part of the Collateral, the enforceability of this Agreement or any of the other Loan Documents or the Lender’s ability to collect the Indebtedness when due or to enforce the Obligations.
(hi) There shall occur any Change of Control.
(j) The Borrower or any member of its Controlled Group shall have been notified by the sponsor of a Plan that (i) it has Unfunded Liabilities to such Plan in an amount that, when aggregated with all other amounts required to be paid to Plans in connection with Unfunded Liabilities, exceeds $25,000.00 or requires payments exceeding $25,000.00 per annum, or (ii) such Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result thereof the aggregate annual contributions to all Plans in reorganization or being terminated is increased over the amounts contributed to such Plans for the preceding Plan year by an amount exceeding $25,000.00.
(k) The Borrower or Holdings shall be required under any Environmental Law (i) to implement any remedial, neutralization, or stabilization process or program, the cost of which could reasonably be expected to have a Material Adverse Effect, or (ii) to pay any penalty, fine, or damages in an aggregate amount of $500,000.00 or more (in excess of insurance).
(l) There shall occur judgments or fines (including, without limitation, pursuant to any civil or criminal action brought by any Governmental Authority) the dissolution Borrower or Holdings in the aggregate in excess of Guarantor$500,000.00 at any one time outstanding that are either uninsured or for which the insurer fails to pay for more than 60 days and which are either final and unappealable or remain uncontested by the Borrower or Holdings;
(m) The Borrower or Holdings shall fail to obtain or maintain any license, permit or other authorization required to be obtained or maintained in connection with the use of its Property or conduct of its business, if the failure to obtain or maintain the same could reasonably be expected to have a Material Adverse Effect.
(n) Any Material Customer Agreement, lease, contract, permit, license or authorization of the Borrower shall terminate or cease to be effective, which termination or cessation could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Loan Agreement (ASTROTECH Corp \WA\)
Events. Upon the The occurrence of any of the following events, Guarantor immediately shall constitute a material default and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence breach of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultthis lease by Tenant:
(a) Borrower breaches Any failure by Tenant to pay Rent or an event to make any other payment required to be made by Tenant hereunder when due; provided, however, that Landlord shall exercise no remedies provided in Sections 17.2 and 17.3 unless Tenant falls to cure such default within three days after Landlord gives Tenant written notice of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; orsuch default;
(b) Guarantor fails to perform The abandonment of the Premises by Tenant, which shall be conclusively presumed if the Premises remain unoccupied for more than ten (10) consecutive days, or observe any agreement, covenant or provision contained the removal of Tenant's property therefrom other than in this Guaranty; orthe ordinary course of business;
(c) Guarantor fails A failure by Tenant to make observe and perform any payment due on any indebtedness owed other provision of this Lease, where such failure continues for ten (10) days after written notice thereof by Landlord to any Person or security of Guarantor Tenant; provided, however, that if the default cannot reasonably be cured within ten (as “security” is defined for purposes of federal securities laws as amended10) or any event days, Tenant shall occur or any condition shall exist not be deemed to be in respect of any indebtedness owed default if Tenant shall, within such ten (10) day period, commence to any Person or security of Guarantor, or under any agreement securing or relating cure and thereafter diligently prosecute the same to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; orcompletion;
(d) any warrantyEither (1) the appointment of a receiver (except a receiver appointed at Landlord's request) to take possession of all or substantially all of the assets of Tenant, representation or other statement (2) a general assignment by Tenant for the benefit of creditors, or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e3) any finalaction taken by Tenant or by any other person against Tenant under any insolvency or bankruptcy act. In such event, non-appealable judgment is rendered against Guarantor which exceeds $10,000Landlord may, at its option, declare this Lease terminated and forfeited by Tenant in a written notice to Tenant, and Landlord shall be entitled to immediate possession of the Premises. Tenant agrees that any notice given by Landlord pursuant to this Section which is not satisfied or fully bonded against within thirty (30) days served in compliance with Article 21 of this Lease shall be adequate notice for the purpose of Landlord's exercise of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence of any event that would permit Lender to accelerate all remedies specified in Section 17.2 or any part of the Guaranteed Obligations, but acceleration thereof is prevented other remedies provided by law. Therefore, court order, or otherwise; or
(h) any statutory provision relating to the dissolution manner of Guarantor.giving notice shall not be applicable to this Lease
Appears in 1 contract
Sources: Lease Addendum (Telik Inc)
Events. Upon the occurrence of any Any of the following eventsevents which shall occur and be continuing for any reason whatsoever, Guarantor immediately and without notice from Lenderwhether voluntary or involuntary, by operation of law or otherwise, shall pay to Lender be considered an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence Event of any of the following events, Guarantor agrees Default as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm is used herein:
(a) Borrower breaches The Obligated Parties shall fail to pay any principal, interest, fees, or any other amounts payable under any of the Loan Documents when due and such failure is not cured within three (3) Business Days after the date such amount was due.
(b) The Loan Parties shall fail to perform or observe any other term or covenant contained in any of the Loan Documents, other than those described in subsection (a), and such failure shall not be remedied within ten (10) Business Days following the earlier of knowledge thereof by an event officer of default occurs any of the Loan Parties or of written notice by one or more of the Lenders to the Obligated Parties.
(c) Any representation or warranty made or deemed made by any of the Loan Parties or any of the Guarantor's Subsidiaries (or any of their officers) under or in connection with any of the Guaranteed Obligations Loan Documents shall have been materially incorrect or misleading in any material respect when made or deemed made.
(d) Any default shall occur in the performance of, or compliance with, any obligation of any party under the Horizon Mine Lease; or the validity or enforceability of the Horizon Mine Lease or any material provision thereof shall be contested by any party thereto; or any party to the Horizon Mine Lease shall deny that it has any or further liability or obligation thereunder or shall revoke or terminate or attempt to revoke or terminate the same.
(e) Any default shall occur in the performance of, or compliance with, any obligation of any party under the Equipment Lease; or the validity or enforceability of the Equipment Lease or any material provision thereof shall be contested by any party thereto; or any party to the Equipment Lease shall deny that it has any or further liability or obligation thereunder or shall revoke or terminate or attempt to revoke or terminate the same.
(f) Any default shall occur in the performance of, or compliance with, any obligation of any party under the Royalty Agreement; or the validity or enforceability of the Royalty Agreement or any material provision thereof shall be contested by any party thereto; or any party to the Royalty Agreement shall deny that it has any or further liability or obligation thereunder or shall revoke or terminate or attempt to revoke or terminate the same.
(g) Any default shall occur in the performance of, or compliance with, any obligation of Hidden Splendor under the Confirmation Order or the Plan of Reorganization; or the validity or enforceability of the Confirmation Order or the Plan of Reorganization or any material provision thereof shall be contested by any party subject thereto.
(h) Any of the Loan Documents or any provision thereof shall, for any reason, not be valid and binding on any of the Loan Parties or any other party thereto; or any of the instrumentsabove shall not be in full force and effect, documentsor shall be declared to be null and void; or the validity or enforceability of any of the Loan Documents shall be contested by any of the Loan Parties or any Subsidiaries of either or any Affiliate of either thereof, agreements or contracts evidencing any other party thereto; any of the Guaranteed ObligationsLoan Parties or any Subsidiaries thereof or other party to any Loan Document shall deny that it has any or further liability or obligation under any of its respective Loan Documents or shall revoke or terminate or attempt to revoke or terminate the same; oror any default or breach under any provision of any of the Loan Documents shall continue after the applicable grace period, if any, specified in such Loan Documents.
(bi) Guarantor fails Any of the Loan Parties or any Subsidiary of any thereof shall (i) make a general assignment for the benefit of creditors, or (ii) apply for or consent to the appointment of, or allow to be appointed, a custodian, receiver, a trustee or liquidator of itself or of all or a substantial part of its assets, or (iii) file a petition for relief under or be the subject of an order for relief entered pursuant to a petition filed under, any bankruptcy or similar statute (whether Federal or State) relating to relief of debtors; or (iv) be the subject of any petition for relief (other than the existing bankruptcy proceeding described in the Confirmation Order) filed against it under any bankruptcy or similar statute (whether Federal or State) relating to relief of debtors which shall not be vacated or dismissed within sixty (60) days after the filing thereof; or (v) dissolve, liquidate, reorganize, or be acquired by any Person(s);.
(j) Any of the Loan Parties or any Subsidiary of any thereof shall fail to pay any Debt or Contingent Liability when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), and such failure, shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or Contingent Liability; any of the Loan Parties or any Subsidiary of any thereof shall fail to perform or observe any agreement, term or covenant or provision contained in this Guarantyany agreement or instrument relating to any such Debt or Contingent Liability, when required to be performed or observed, and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, or can result in acceleration of the maturity of such Debt or Contingent Liability; oror any such Debt or Contingent Liability shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.
(ck) Guarantor fails to make Any party shall commence any payment due on action, suit or proceeding against or affecting any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) the Loan Parties or any event shall occur or any condition shall exist in respect Subsidiary of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence of any event that would permit Lender to accelerate all thereof or any part of the Guaranteed ObligationsCollateral or involving the validity or enforceability of this Agreement or any of the other Loan Documents or the priority of the Liens created by any of the other Loan Documents, but acceleration thereof is prevented by law, court orderat law or in equity, or otherwisebefore any governmental authority, which in the reasonable judgment of the Required Lender materially impairs or would materially impair the interest of the Collateral Agent or the Lenders in any part of the Collateral, the enforceability of this Agreement or any of the other Loan Documents or the Lenders' ability to collect the Indebtedness when due or to enforce the Obligations.
(l) Any of the Loan Parties or any Subsidiary of any thereof shall be required under any Environmental Law (i) to implement any remedial, neutralization, or stabilization process or program, the cost of which would constitute a Material Adverse Change, or (ii) to pay any penalty, fine, or damages in an aggregate amount of $100,000.00 or more.
(m) There shall occur judgments or fines (including, without limitation, pursuant to any civil or criminal action brought by any Governmental Authority) against any of the Loan Parties or any Subsidiary of any thereof in the aggregate in excess of $100,000.00 at any one time outstanding that are either uninsured or for which the insurer fails to pay for more than 60 days and which are either final and unappealable or remain uncontested by such Person; or
(hn) Any lease, contract, permit, license or authorization of any of the dissolution Loan Parties or any Subsidiary of Guarantorany thereof shall terminate or cease to be effective, which termination or cessation would be a Material Adverse Change.
Appears in 1 contract
Events. Upon the occurrence of any Each of the following eventsevents (whether or not arising as a result of events or circumstances beyond the Borrower's control) shall constitute an Event of Default, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce if:-
(i) any principal of or interest on the provisions hereof, and to exercise Loan or any other rights, powers, and remedies provided hereunder. Upon amount becoming payable under this Agreement and/or the occurrence Security Documents is not paid on the due date for payment thereof or (in the case only of any sums expressed to be payable upon demand) within a period of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:
five (a5) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed ObligationsBanking Days after demand is made therefor; or
(bii) Guarantor fails the Borrower shall make default under, or in the due and punctual observance and performance of, Clause 11.1(xi) and shall fail to perform or observe any agreement, covenant or provision contained in this Guarantyremedy the same within one (1) Banking Day after written notice from the Facility Agent to the Borrower requiring such default to be remedied; or
(ciii) Guarantor fails the Borrower or any other Security Party makes default under, or in the due and punctual observance and performance of, any other provision of this Agreement and/or the Security Documents and/or any of the Project Documents which default (in the reasonable opinion of the Facility Agent) is not capable of remedy and/or imperils the security created by the Security Documents and/or any of the Project Documents or any of them, or any such default arises which (in the reasonable opinion of the Facility Agent) is capable of remedy and does not imperil the security created by the Security Documents and/or any of the Project Documents or any of them and is not remedied within thirty (30) days after written notice from the Facility Agent to make any payment due on the Borrower requiring remedial action; or
(iv) any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any Security Party (being indebtedness owed to in excess of US$500,000 (or the equivalent in any Person other currency) is not paid on its due date or security within any period of Guarantor, or under any agreement securing or relating to such indebtedness or security, grace specified in the effect of which is to cause any holder contract evidencing the original terms of such indebtedness or other security becomes due or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become capable of being declared due prior to its stated maturity or prior to its regularly scheduled dates date of payment; or
(dv) any warrantyparty to a Project Document (other than the Borrower or another Security Party) defaults in the due performance or observance of any of its covenants, representation undertakings or other statement obligations under such Project Document which default could be material in the context of the transactions contemplated by or on behalf the Financing Documents and (if such default is capable of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(eremedy) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which the same is not satisfied remedied to the satisfaction of the Facility Agent within the period (if any) allowed for remedy thereof under the Project Documents or fully bonded against within a period of thirty (30) days of after the rendering thereofFacility Agent gives notice to the Borrower requiring the same to be remedied; or
(fvi) Guarantor files a petition seeking relief under any representation or warranty made pursuant to Clause 8.1 or any other provision of this Agreement or made pursuant to any provision of any of the United States Bankruptcy CodeSecurity Documents proves to have been materially incorrect or becomes materially incorrect in any respect as of the date on which such representation or warranty is made or repeated (or deemed to be repeated); or
(gvii) any governmental licence, authorisation, consent or approval at any time necessary to enable the Borrower and/or any of the Security Parties and/or any of the Project Parties to comply with its or their respective obligations hereunder or under the Security Documents or under the Project Documents or any of them or to enable the operation of the Rig is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect or (but without prejudice to the generality of the foregoing) the occurrence Charterparty and other related documents which require registration are not registered with the Central Bank of any event that would permit Lender to accelerate all or any part Brazil in accordance with Clause 11.1(f) within the period of four weeks after the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwiseCharterparty Commencement Date; or
(hviii) the Borrower and/or any other Security Party or any Project Party other than a Security Party becomes insolvent or bankrupt or suspends payment of its debts generally as they fall due, or any steps are taken by any person or by any government authority for the winding up, liquidation or dissolution of Guarantorthe Borrower and/or any other Security Party or any Project Party other than a Security Party or for the making of an administration order (including, without limitation, the presentation of a petition for an administration order) or for the re-arrangement, re-organisation or reconstruction of the Borrower and/or any other Security Party or any Project Party other than a Security Party, or if an encumbrancer takes possession of or if a receiver or trustee is appointed of, or if any distress or execution is levied against, any of the assets of the Borrower and/or any other Security Party or any Project Party other than a Security Party, or if any process or proceeding similar to any of the foregoing shall be instituted under the laws of any relevant jurisdiction; or
(ix) the Borrower and/or any other Security Party suspends or threatens to suspend its operations or (without the prior written consent of the Facility Agent) disposes or threatens to dispose of all or substantially all of its business, property or assets, or if all or substantially all of the same is seized or appropriated; or
(x) any change occurs in the shareholders and the respective shareholdings in the Borrower or the Sister Company from those specified in Schedule 5; or
(xi) save as may be permitted under this Agreement or any of the Security Documents any Charterparty Hire and/or any other Earnings are paid otherwise than to the Management Account; or
(xii) the Rig becomes a Total Loss and the Facility Agent does not, within a period of one hundred and eighty (180) days following the occurrence of such Total Loss, receive for the account of the Lenders the insurance proceeds or other compensation relating to such Total Loss in an amount not less than the amount for which the Rig shall have been required to be insured at the time of such Total Loss pursuant to the Mortgage and Deed of Covenants and the other Financing Documents; or
(xiii) this Agreement or any of the Security Documents or any of the Project Documents ceases at any time to be the legal, valid and binding obligation of the Borrower or, as the case may be, any other Security Party or, as the case may be, Project Party being a party thereto, or if it becomes impossible or unlawful for any of the material obligations of the Borrower and/or any other Security Party and/or any Project Party to be performed or for any of the rights given to the Agents or the Lenders hereunder and/or under any of the Security Documents to be exercised or the Borrower or any other Security Party or any Project Party disaffirms or repudiates any such obligations; or
(xiv) the Rig is not delivered to and accepted by the Borrower in all material respects in accordance with the provisions of the Rig Construction Contract prior to the date falling 365 days after the Original Scheduled Yard Delivery Date; or
(xv) the Rig has not arrived at the Port or in sheltered waters in Macae-RJ) and accepted by Petrobras for the commencement of operations in all respects in accordance with the Charterparty prior to the date falling 365 days after the Original Scheduled Charterparty Commencement Date; or
(xvi) the Rig Construction Contract is terminated or any event or circumstance arises thereunder which entitles either party thereunder to terminate the same pursuant to Clauses 18 or 19 thereof or otherwise pursuant to the terms thereof or either party repudiates its obligations thereunder or commits any other breach which would entitle the other party to treat its obligations thereunder as terminated; or
(xvii) the Refund Guarantee is terminated or the issuer thereof repudiates its obligations thereunder; or
(xviii) the Charterparty is terminated or any event or circumstance arises thereunder which entitles either party thereto to terminate the same or either party repudiates its obligations thereunder or commits any other breach which would entitle the other party to treat its obligations thereunder as terminated; or
(xix) the Services Rendering Contract is terminated or any event or circumstance arises thereunder which entitles either party thereto to terminate the same or either party repudiates its obligations thereunder or commits any other breach which would entitle the other party to treat its obligations thereunder as terminated; or
(xx) there is any breach or non observance on the part of Pride and/or Maritima of their respective obligations under the Additional Funding and Guarantee Agreement; or
(xxi) the Bridging Loan is not repaid to MC1 on the Bridging Loan Repayment Date (otherwise than by reason of a default by MC2 in the performance of its obligations under the Additional Funding and Guarantee Agreement to remit to MC1 amounts received from the Transferees to whom MC2 transfers its participation in the Tranche A Facility in accordance with the Additional Funding and Guarantee Agreement; or
(xxii) it is not possible to maintain the Insurances throughout the Security Period for any reason (including, without limitation, by reason of any relevant Insurances not being available in the international insurance market); or
(xxiii) any of the events or circumstances specified in the foregoing paragraphs (i) to (xx) (MUTATIS MUTANDIS) occur under the Sister Company Financing Documents.
Appears in 1 contract
Events. Upon the occurrence of any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultIf:
(a) the Borrower breaches or an event of fails to pay any amount due hereunder on the due date and does not remedy the default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; orwithin thirty (30) Business Days after such default occurs;
(b) Guarantor fails the Borrower defaults in the performance of any of its material obligations under this Agreement (other than an obligation to perform pay any amount due to the Lender on the due date or observe any agreementon demand, covenant or provision contained if so payable) which non-performance will eventually result in a breach of its payment obligations under this Guaranty; orAgreement) and does not remedy the default within thirty (30) Business Days after such default occurs;
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person judgement or security of Guarantor (as “security” is defined arbitration award shall be made against the Borrower or its assets under the Project and such judgement or award and no appeal against such judgment or award has been filed within the time prescribed for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or appeal will have a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; orMaterial Adverse Effect;
(d) any warrantyrepresentation, representation warranty or other statement made by or on behalf of Guarantor contained in the Borrower under this Guaranty Agreement is false or misleading not complied with in any material respect; orrespect or shall be found to have been incorrect in any material respect when made or if made have been incorrect on that later date and such non-compliance or incorrectness shall have a Material Adverse Effect on the ability of the Borrower to perform its material obligations hereunder;
(e) any finala distress, non-appealable judgment attachment, execution or other legal process is rendered levied, enforced or sued out on or against Guarantor which exceeds $10,000the assets of the Borrower in the Project and such distress, and which attachment, execution or other legal process is not disputed or satisfied or fully bonded against by the Borrower within thirty (30) days Business Days from the date thereof or within such period prescribed by law and such distress, attachment, execution or other legal process shall have a Material Adverse Effect on the operations of the rendering thereof; orBorrower;
(f) Guarantor files a petition seeking relief under any provision present or future security interest on or over the assets of the United States Bankruptcy Code; orBorrower becomes enforceable and is not remedied by the expiry of thirty (30) Business Days from the date of breach and would, have a Material Adverse Effect on the operations of the Borrower;
(g) any step is taken for the occurrence winding up, dissolution or liquidation, as the case may be, of any event that would permit Lender to accelerate all the Borrower (except for the purpose of and followed by a reconstruction, amalgamation or reorganisation) or for the appointment of a liquidator of the Borrower over any part of the Guaranteed Obligationsmaterial assets of the Borrower or a petition for winding up, but acceleration thereof dissolution or liquidation, as the case may be, is prevented presented against the Borrower and such steps for winding up, dissolution or liquidation is not remedied or disputed within thirty (30) Business Days from the date such steps commenced or within such period prescribed by law; and subject to the suspension of the Facility during the period of remedy accorded to the Borrower under this Clause 11.1 then and in any such event and at any time thereafter if such event is continuing, court orderthe Lender may by written notice to the Borrower, or otherwise; ordeclare that an Event of Default has occurred and simultaneously in the same notice:
(hi) declare the dissolution Facility to be cancelled and to be terminated and no further Drawdown shall be made;
(ii) declare the Secured Indebtedness to be due and payable within thirty (30) Business days of Guarantorthe date of demand by the Lender; and
(iii) declare which security (the Guarantee and/or the Debenture) shall immediately become enforceable if no payment is received under paragraph (ii) by the expiry of the said thirty (30) Business Days; for the avoidance of doubt, the security is only enforceable in the amount of the Secured Indebtedness.
Appears in 1 contract
Events. Upon OF DEFAULT Each of the occurrence following shall constitute an "Event of Default" hereunder and shall entitle the Lender to exercise its remedies hereunder and under any of the following events, Guarantor immediately and without notice from Lender, shall other Loan Documents: A. any failure of the Borrower to pay to Lender an any amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of due hereunder or under any of the other Loan Documents within ten (10) days following eventsthe date when such payment was due; B. any failure in the observance or performance of any other covenant, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligationsterm, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, condition. or are warranty provided in default:
(a) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations this Agreement or any of the instrumentsother Loan Documents, documents, agreements or contracts evidencing other than the Guaranteed Obligations; or
(b) Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed monetary 59 obligation and other than as specified in subsections (C) through (V) below (referred to any Person or security herein as a "Failure to Perform"), continuing for thirty (30) days after the giving of Guarantornotice by the Lender to the Borrower specifying the nature of the Failure to Perform; except as to matters not susceptible to cure within thirty (30) days, or under any agreement securing or relating provided that with respect to such indebtedness or securitymatters, (i) the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against Borrower commences the cure thereof within thirty (30) days after the giving of such notice by the Lender to the Borrower, (ii) the Borrower continuously prosecutes such cure to completion, (iii) such cure is completed within one hundred twenty (120) days after the giving of such notice by the Lender to the Borrower and (iv) such Failure to Perform does not impair the Lender's rights with respect to the Mortgaged Property or otherwise impair the Collateral or the Lender's security interest therein; C. the occurrence of any default or breach of condition continuing beyond the expiration of the rendering thereofapplicable notice and grace periods, if any, under any of the other Loan Documents; or
D. if any representation, warranty or statement contained herein or in any of the other Loan Documents proves to be untrue in any material respect as of the date when made or at any time during the Term if such representation or warranty is a continuing representation or warranty pursuant to Section 6.5; E. if any member of the Borrowing Group shall (fi) Guarantor files voluntarily be adjudicated a bankrupt or insolvent, (ii) seek or consent to the appointment of a receiver or trustee for itself or for the Mortgaged Property, (iii) file a petition seeking relief under any provision the bankruptcy or other similar laws of the United States Bankruptcy CodeStates, any state or any jurisdiction, (iv) make a general assignment for the benefit of creditors, (v) make or offer a composition of its debts with its creditors or (vi) be unable to pay its debts as such debts mature; or
(g) F. if any court shall enter an order judgment or decree appointing, without the occurrence consent of any member of the Borrowing Group, a receiver or trustee for such member or for any of the Mortgaged Property, and such order, judgment or decree shall remain in force, undischarged or unstayed; ninety (90) days after it is entered; G. if any petition is filed against any member of the Borrowing Group which seeks relief under the bankruptcy or other similar laws of the United States, any state or any other jurisdiction and such petition is not dismissed within ninety (90) days after it is filed; H. in the event that would permit that, without the prior written consent of the Lender, in each instance, which consent may be withheld by the Lender to accelerate in its sole and absolute discretion: i. all or any part portion of the Guaranteed Obligationsinterest of any partner, but acceleration thereof is prevented shareholder or member in any member of the Borrowing Group (other than Guarantor) shall be, on any one or more occasions, directly or indirectly, sold, assigned, hypothecated or otherwise transferred (whether by law, court order, operation of law or otherwise; or
(h) the dissolution of Guarantor.60
Appears in 1 contract
Sources: Loan Agreement (Emeritus Corp\wa\)
Events. Upon the occurrence of any of the following events, Guarantor shall immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of Guarantor agrees that if any of the following eventsevents occurs, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:
(a) Borrower breaches or an event Event of default Default (as such term is defined therein) occurs under or in connection with any of the Guaranteed Obligations Note, or any of the instruments, documents, agreements or contracts other document evidencing the Guaranteed Obligations; or
(b) except as set forth in clauses (c) and (d) below, Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or
(c) subject to any applicable grace period or waiver prior to any due date, Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) its debts, or any event shall occur or any condition shall exist in with respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or securityits debts, the effect of which is to cause or to permit any trustee or any holder of such indebtedness or other security or a trustee debt to cause (whether or not such holder or trustee elects to cause) any or all of such indebtedness or security, or a portion thereof, debt to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) a default or event of default shall exist under the BBB Loan Agreement or any finalother agreement, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied document or fully bonded against within thirty instrument evidencing the BBB Indebtedness (30) days of as defined in the rendering thereofNote); or
(f) Guarantor files a petition seeking relief becomes insolvent, dissolves, liquidates or fails generally to pay its debts as they become due; or
(g) the taking of action by Guarantor to become the subject of proceedings under any provision of the United States Bankruptcy Code; or the execution by Guarantor of a petition to become a debtor under the United States Bankruptcy Code; or the entry of an order for relief under the United States Bankruptcy Code against Guarantor; or Guarantor making an assignment for the benefit of creditors; or Guarantor consenting to the appointment of a custodian, receiver, trustee or other officer with similar powers for it, or for any substantial part of its property; or adjudicating of Guarantor as insolvent; or
(gh) if any governmental authority of competent jurisdiction shall enter an order appointing, without consent of Guarantor, a custodian, receiver, trustee or other officer with similar powers with respect to Guarantor, or with respect to any substantial part of its property, or if an order for relief relating to Guarantor shall be entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Guarantor, or if any petition for any such relief shall be filed against Guarantor and such petition shall not be dismissed or stayed within 60 days; or
(i) the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; or
(hj) Guarantor violates any of the dissolution covenants set forth in section 5 of Guarantorthe Note and such violation is not cured within 15 days of the occurrence thereof.
Appears in 1 contract
Sources: Guaranty (Vertex Energy Inc.)
Events. Upon the occurrence of any Each of the following eventsevents (whether or not arising as a result of events or circumstances beyond the Borrower's control) shall constitute an Event of Default, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce if:-
(i) any principal of or interest on the provisions hereof, and to exercise Loan or any other rights, powers, and remedies provided hereunder. Upon amount becoming payable under this Agreement and/or the occurrence Security Documents is not paid on the due date for payment thereof or (in the case only of any sums expressed to be payable upon demand) within a period of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:
five (a5) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed ObligationsBanking Days after demand is made therefor; or
(bii) Guarantor fails the Borrower shall make default under, or in the due and punctual observance and performance of, Clause 11.1(xi) and shall fail to perform or observe any agreement, covenant or provision contained in this Guarantyremedy the same within one (1) Banking Day after written notice from the Facility Agent to the Borrower requiring such default to be remedied; or
(ciii) Guarantor fails the Borrower or any other Security Party makes default under, or in the due and punctual observance and performance of, any other provision of this Agreement and/or the Security Documents and/or any of the Project Documents which default (in the reasonable opinion of the Facility Agent) is not capable of remedy and/or imperils the security created by the Security Documents and/or any of the Project Documents or any of them, or any such default arises which (in the reasonable opinion of the Facility Agent) is capable of remedy and does not imperil the security created by the Security Documents and/or any of the Project Documents or any of them and is not remedied within thirty (30) days after written notice from the Facility Agent to make any payment due on the Borrower requiring remedial action; or
(iv) any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any Security Party (being indebtedness owed to in excess of US$500,000 (or the equivalent in any Person other currency) is not paid on its due date or security within any period of Guarantor, or under any agreement securing or relating to such indebtedness or security, grace specified in the effect of which is to cause any holder contract evidencing the original terms of such indebtedness or other security becomes due or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become capable of being declared due prior to its stated maturity or prior to its regularly scheduled dates date of payment; or
(dv) any warrantyparty to a Project Document (other than the Borrower or another Security Party) defaults in the due performance or observance of any of its covenants, representation undertakings or other statement obligations under such Project Document which default could be material in the context of the transactions contemplated by or on behalf the Financing Documents and (if such default is capable of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(eremedy) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which the same is not satisfied remedied to the satisfaction of the Facility Agent within the period (if any) allowed for remedy thereof under the Project Documents or fully bonded against within a period of thirty (30) days of after the rendering thereofFacility Agent gives notice to the Borrower requiring the same to be remedied; or
(fvi) Guarantor files a petition seeking relief under any representation or warranty made pursuant to Clause 8.1 or any other provision of this Agreement or made pursuant to any provision of any of the United States Bankruptcy CodeSecurity Documents proves to have been materially incorrect or becomes materially incorrect in any respect as of the date on which such representation or warranty is made or repeated (or deemed to be repeated); or
(gvii) any governmental licence, authorisation, consent or approval at any time necessary to enable the Borrower and/or any of the Security Parties and/or any of the Project Parties to comply with its or their respective obligations hereunder or under the Security Documents or under the Project Documents or any of them or to enable the operation of the Rig is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect [or (but without prejudice to the generality of the foregoing) the occurrence Charterparty and other related documents which require registration are not registered with the Central Bank of any event that would permit Lender to accelerate all or any part Brazil in accordance with Clause 11.1(f) within the period of four weeks after the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwiseCharterparty Commencement Date; or
(hviii) the Borrower and/or any other Security Party or any Project Party other than a Security Party becomes insolvent or bankrupt or suspends payment of its debts generally as they fall due, or any steps are taken by any person or by any government authority for the winding up, liquidation or dissolution of Guarantorthe Borrower and/or any other Security Party or any Project Party other than a Security Party or for the making of an administration order (including, without limitation, the presentation of a petition for an administration order) or for the re-arrangement, re-organisation or reconstruction of the Borrower and/or any other Security Party or any Project Party other than a Security Party, or if an encumbrancer takes possession of or if a receiver or trustee is appointed of, or if any distress or execution is levied against, any of the assets of the Borrower and/or any other Security Party or any Project Party other than a Security Party, or if any process or proceeding similar to any of the foregoing shall be instituted under the laws of any relevant jurisdiction; or
(ix) the Borrower and/or any other Security Party suspends or threatens to suspend its operations or (without the prior written consent of the Facility Agent) disposes or threatens to dispose of all or substantially all of its business, property or assets, or if all or substantially all of the same is seized or appropriated; or
(x) any change occurs in the shareholders and the respective shareholdings in the Borrower or the Sister Company from those specified in Schedule 5; or
(xi) save as may be permitted under this Agreement or any of the Security Documents any Charterparty Hire and/or any other Earnings are paid otherwise than to the Management Account; or
(xii) the Rig becomes a Total Loss and the Facility Agent does not, within a period of one hundred and eighty (180) days following the occurrence of such Total Loss, receive for the account of the Lenders the insurance proceeds or other compensation relating to such Total Loss in an amount not less than the amount for which the Rig shall have been required to be insured at the time of such Total Loss pursuant to the Mortgage and Deed of Covenants and the other Financing Documents; or
(xiii) this Agreement or any of the Security Documents or any of the Project Documents ceases at any time to be the legal, valid and binding obligation of the Borrower or, as the case may be, any other Security Party or, as the case may be, Project Party being a party thereto, or if it becomes impossible or unlawful for any of the material obligations of the Borrower and/or any other Security Party and/or any Project Party to be performed or for any of the rights given to the Agents or the Lenders hereunder and/or under any of the Security Documents to be exercised or the Borrower or any other Security Party or any Project Party disaffirms or repudiates any such obligations; or
(xiv) the Rig is not delivered to and accepted by the Borrower in all material respects in accordance with the provisions of the Rig Construction Contract prior to the date falling 365 days after the Original Scheduled Yard Delivery Date; or
(xv) the Rig has not arrived at the Port or in sheltered waters in Macae-RJ) and accepted by Petrobras for the commencement of operations in all respects in accordance with the Charterparty prior to the date falling 365 days after the Original Scheduled Charterparty Commencement Date; or
(xvi) the Rig Construction Contract is terminated or any event or circumstance arises thereunder which entitles either party thereunder to terminate the same pursuant to Clauses 18 or 19 thereof or otherwise pursuant to the terms thereof or either party repudiates its obligations thereunder or commits any other breach which would entitle the other party to treat its obligations thereunder as terminated; or
(xvii) the Refund Guarantee is terminated or the issuer thereof repudiates its obligations thereunder; or
(xviii) the Charterparty is terminated or any event or circumstance arises thereunder which entitles either party thereto to terminate the same or either party repudiates its obligations thereunder or commits any other breach which would entitle the other party to treat its obligations thereunder as terminated; or
(xix) the Services Rendering Contract is terminated or any event or circumstance arises thereunder which entitles either party thereto to terminate the same or either party repudiates its obligations thereunder or commits any other breach which would entitle the other party to treat its obligations thereunder as terminated; or
(xx) there is any breach or non observance on the part of Pride and/or Maritima of their respective obligations under the Additional Funding and Guarantee Agreement; or
(xxi) the Bridging Loan is not repaid to MC1 on the Bridging Loan Repayment Date (otherwise than by reason of a default by MC2 in the performance of its obligations under the Additional Funding and Guarantee Agreement to remit to MC1 amounts received from the Transferees to whom MC2 transfers its participation in the Tranche A Facility in accordance with the Additional Funding and Guarantee Agreement; or
(xxii) it is not possible to maintain the Insurances throughout the Security Period for any reason (including, without limitation, by reason of any relevant Insurances not being available in the international insurance market); or
(xxiii) any of the events or circumstances specified in the foregoing paragraphs (i) to (xx) (MUTATIS MUTANDIS) occur under the Sister Company Financing Documents.
Appears in 1 contract
Events. Upon Default shall only be deemed to have occurred in the occurrence following situations and Lessee shall not be deemed in default hereunder for the purpose of Lessor's exercise of any of right or privilege herein until the following events, Guarantor immediately applicable notice and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultgrace period has expired:
(a) Borrower breaches or an event If Lessee fails to pay any installment of default occurs under or in connection with any of the Guaranteed Obligations Rent, or any penalty or accrued interest thereon as required by the provisions of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; or
Article 4 (b) Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000Rent), and which is not satisfied or fully bonded against within such failure continues for thirty (30) days after the receipt of notice of default from Lessor, unless the rendering time for the payment has been previously extended pursuant to Paragraph 4.8 (Extension).
(b) If Lessee fails to perform or comply with any other Term of this Lease and such failure continues for forty-five (45) days after the receipt of notice of default from Lessor; provided, however, that with respect to any such failure which is of such nature that although curable, it cannot, with due diligence and adequate resources, be cured within forty-five (45) days, a default shall not be deemed to exist if Lessee commences curing such failure within the forty-five (45) day period and thereafter proceeds with reasonable diligence and action to complete curing such failure.
(c) To the extent then allowed by law, if Lessee files a voluntary petition in bankruptcy which is not dismissed within 90 days after the filing thereof; or
(f) Guarantor is adjudicated bankrupt or insolvent; files a petition any petitions or answers seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any provision of present or future federal, state or other statute, law or regulation; seeks, consents to, or acquiesces in the United States Bankruptcy Code; or
(g) the occurrence appointment of any event that would permit Lender to accelerate trustee, receiver, or liquidator of Lessee, or of all or any substantial part of its respective property or of the Guaranteed Obligations, but acceleration thereof is prevented pertinent portion of the Premises; makes any general assignments for the benefit of creditors; or admits in writing its inability to pay its debts generally as they become due.
(d) To the extent then allowed by law, court orderif a petition is filed against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future federal, state or other statute, law, or otherwise; or
regulation, which remains undismissed or unstayed for an aggregate of ninety (h90) days (whether or not consecutive), or if a trustee, receiver, or liquidator of Lessee, or of all or any substantial part of its properties or of the dissolution Premises is appointed without the consent or acquiescence of GuarantorLessor and such appointment remains unvacated or unstayed for an aggregate of ninety (90) days (whether or not consecutive).
Appears in 1 contract
Sources: Commercial Lease (Nexthealth Inc)
Events. Upon the occurrence of any Any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender events shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence considered an "Event of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultDefault:"
(a) the Borrower breaches fails to pay when due any installment of principal or an event of default occurs under interest on the Note or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligationsother Indebtedness; or
(b) Guarantor fails any of the Borrower's representations or warranties set forth herein, in the Note, in the Warrant or in any Ancillary Document to perform which it is a party, or observe any agreementSubsidiary's representations or warranties set forth in any Ancillary Document to which it is a party, covenant proves to have been incorrect in any material respect as of the date hereof or provision contained thereof; or any representation, statement (including financial statement), certificate, request or other document furnished pursuant to or under this Agreement, the Note, the Warrant or any Ancillary Document proves to have been incorrect in this Guarantyany material respect as of the date when made or deemed made; or
(c) Guarantor the Borrower fails duly, timely and fully to perform or observe any of its covenants or agreements set forth in Section 4.11, Article 5 and Section 7.04 of this Agreement; or
(d) the Borrower fails duly, timely and fully to perform or observe any of its covenants or agreements set forth in this Agreement (other than any such covenants and agreements set forth in Section 4.11, Article 5 or Section 7.04 hereof), and such failure continues unremedied for a period of 10 days after the earlier of (i) the Lender's notice thereof to the Borrower and (ii) such failure otherwise becomes known to the Borrower; or
(e) the Borrower defaults in any of its obligations under the Warrant or any of the Ancillary Documents to which it is a party and such default is not cured within the grace period, if any, provided therein, or a Subsidiary defaults in any of its obligations under any of the Ancillary Documents to which it is a party and such default is not cured within the grace period, if any, provided therein; or
(f) an involuntary case or other proceeding is commenced against the Borrower that seeks liquidation, reorganization or other relief with respect to it or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Property, and such involuntary case or other proceeding shall remain undismissed or unstayed for a period of 30 days; or an order for relief against the Borrower shall be entered in any such case under the Federal Bankruptcy Code; or
(g) the Borrower commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to, or shall admit in writing its inability to, pay its debts generally as they become due, or shall take any corporate action to authorize or effect any of the foregoing; or
(h) the Borrower or any Subsidiary discontinues or materially alters its usual business; or
(i) the Borrower fails to make any payment due on any other indebtedness owed to any Person or security obligation for the payment of Guarantor (as “security” is defined for purposes of federal securities laws as amended) money; or any event shall occur or any condition shall exist in respect of any such indebtedness owed to any Person or security of Guarantorobligation, or under any agreement securing or relating to instrument under or by which any such indebtedness or securityobligation is created, evidenced or secured, the effect of which which, with notice, lapse of time, or both, is to cause or to permit any holder of such indebtedness or other security or a trustee obligation to cause (whether or not such holder or trustee elects to cause) such indebtedness or securityobligation, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(dj) the Borrower shall fail within 30 days to pay, bond or otherwise discharge any warranty, representation judgment or other statement by order for the payment of money in excess of $50,000 that is not otherwise being satisfied in accordance with its terms or is not stayed on behalf of Guarantor contained in this Guaranty is false or misleading in any material respectappeal; or
(ek) any finalSubsidiary takes, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied suffers or fully bonded against within thirty (30) days permits to exist as to such Subsidiary any of the rendering thereofevents or conditions referred to in Subsections 6.01(f), (g), (h), (i) or (j) hereof; or
(fl) Guarantor files any Security Instrument shall for any reason, except to the extent permitted by the terms thereof, cease to be in full force and effect and valid, binding enforceable in accordance with its terms (except to the extent that enforcement may be subject to any applicable bankruptcy, insolvency or similar laws of general application affecting the enforcement of creditors' rights), or cease to create a petition seeking relief under any provision valid and perfected Lien of the United States Bankruptcy Codepriority required thereby on any of the collateral purported to be covered thereby, or the Borrower shall so state in writing; or
(gm) the occurrence of any event Lender notifies the Borrower that would permit the Lender in good faith has a sound reason to accelerate all be insecure with respect to the Note or any part other Indebtedness, giving the Lender's reason for such insecurity in such notice, and the Lender continues to have a sound reason to be insecure for a period of 30 days after the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwisedelivery of such notice; or
(hn) the dissolution Judgment has not been satisfied and released in full; or
(o) the liens securing the indebtedness that was the subject of Guarantorthe Judgment have not been released in full and the evidences of such releases properly recorded; or
(p) any receivership ordered by the court in connection with the Judgment has not been dissolved; or
(q) the Lender ceases at any time to have at least one person that it has designated serving on the Borrower's Board of Directors (each a "Lender- designated Director"); or
(r) the Borrower increases the size of its Board of Directors without the consent of each Lender-designated Director.
Appears in 1 contract
Sources: Convertible Loan Agreement (Tosi Lp)
Events. Upon the occurrence of any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultIf:
(a) the Borrower breaches or an event of default occurs under or in connection with fails to pay any of amount due hereunder on the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; ordue date;
(b) Guarantor fails the Borrower defaults in the performance of any of its obligations under this Agreement (other than an obligation to perform pay any amount due to the Lender on the due date or observe any agreementon demand, covenant or provision contained in this Guaranty; orif so payable);
(c) Guarantor fails to make any payment due on litigation, arbitration or administration proceedings of or before any court, arbitration or governmental authority shall be instituted against the Borrower or its assets and such proceedings will have a Material Adverse Effect;
(d) any indebtedness owed of the Borrower is not paid when due and the failure of which may have a Material Adverse Effect on the ability of the Borrower to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) perform its material obligations under this Agreement or any event shall occur indebtedness of the Borrower is declared to be or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become otherwise becomes due and payable prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in security for any material respect; orsuch indebtedness becomes enforceable;
(e) any finalrepresentation, warranty or statement made by the Borrower under this Agreement is not complied with in any material respect or shall be found to have been incorrect in any material respect when made or if made have been incorrect on that later date and such non-appealable judgment compliance or incorrectness materially and adversely affects the ability of the Borrower to perform its material obligations hereunder;
(f) a distress, attachment, execution or other legal process which has a Material Adverse Effect on the ability of the Borrower to perform its obligations under this Agreement is rendered levied, enforced or sued out on or against Guarantor which exceeds $10,000the assets of the Borrower and such distress, and which attachment, execution or other legal process is not disputed or satisfied by the Borrower;
(g) any present or fully bonded future security interest on or over the assets of the Borrower becomes enforceable and would, in the opinion of the Lender, have a Material Adverse Effect;
(h) any step is taken for the winding up, dissolution or liquidation, as the case may be, of the Borrower (except for the purpose of and followed by a reconstruction, amalgamation or reorganisation on terms approved by the Lender before the step is taken) or for the appointment of a liquidator, receiver, judicial manager, trustee, administrator, agent or similar officer of the Borrower over any part of the assets of the Borrower or a petition for winding up, dissolution or liquidation, as the case may be, is presented against the Borrower;
(i) any event or events has or have occurred or a situation exists which in the reasonable opinion of the Lender, has or have Material Adverse Effect, then and in any such event and at any time thereafter if such event is continuing, the Lender may by written notice to the Borrower require the Borrower to remedy such event or take steps to dispute or discharge any relevant proceedings or process against it and, subject to the suspension of the Facility during the period of remedy, dispute or discharge, if such event is not remedied within a period of thirty (30) Business Days or any relevant proceedings or process are not disputed or discharged by the Borrower within thirty (30) days Business Days or within such period prescribed by law declare that an Event of Default has occurred and simultaneously in the rendering thereof; orsame notice:
(fi) Guarantor files a petition seeking relief under any provision of declare the United States Bankruptcy Code; orFacility to be cancelled and no further Drawdown shall be made;
(gii) declare the occurrence of any event that would permit Lender Indebtedness to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwisebe immediately due and payable under this Agreement; orand
(hiii) declare the dissolution security created by the Debenture and Deed of GuarantorAssignment shall immediately become enforceable.
Appears in 1 contract
Sources: Facility Agreement (Sunpower Corp)
Events. Upon the occurrence of any Any of the following eventsevents which shall occur and be continuing for any reason whatsoever, Guarantor immediately and without notice from Lenderwhether voluntary or involuntary, by operation of law or otherwise, shall pay to Lender be considered an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence Event of any of the following events, Guarantor agrees Default as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm is used herein:
(a) The Borrower breaches shall fail to pay any principal, interest, fees, or any other amounts payable under the Loan Documents when due.
(b) The Borrower shall fail to perform or observe any other term or covenant contained in any Loan Documents, other than those described in subsection (a), and such failure shall not be remedied within 5 days following the earlier of knowledge thereof by an event officer of default occurs the Borrower or of written notice by the Lenders to the Borrower.
(c) Any representation or warranty made or deemed made by the Borrower or any of its Subsidiaries (or any of their officers) under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; or
(b) Guarantor fails to perform or observe any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event Loan Documents shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false have been materially incorrect or misleading in any material respectrespect when made or deemed made.
(d) Any default shall occur in the performance of, or compliance with, any obligation of any party under the Columbia Mine Lease; oror the validity or enforceability of the Columbia Mine Lease or any material provision thereof shall be contested by any party thereto; or any party to the Columbia Mine Lease shall deny that it has any or further liability or obligation thereunder or shall revoke or terminate or attempt to revoke or terminate the same.
(e) Any of the Loan Documents or any finalprovision thereof shall, non-appealable judgment is rendered for any reason, not be valid and binding on the Borrower or any other party thereto; or any of the above shall not be in full force and effect, or shall be declared to be null and void; or the validity or enforceability of any of the Loan Documents shall be contested by the Borrower or any of its Subsidiaries or any Affiliate of any thereof, or any other party thereto; the Borrower or any of its Subsidiaries or other party to any thereof shall deny that it has any or further liability or obligation under its respective Loan Documents or shall revoke or terminate or attempt to revoke or terminate the same; or any default or breach under any provision of any Loan Documents shall continue after the applicable grace period, if any, specified in such Loan Documents.
(f) The Borrower or any of its Subsidiaries (including Hidden Splendor from and after the date a Confirmation Order has been entered) or C&P shall (i) make a general assignment for the benefit of creditors, or (ii) apply for or consent to the appointment of, or allow to be appointed, a custodian, receiver, a trustee or liquidator of itself or of all or a substantial part of its assets, or (iii) file a petition for relief under or be the subject of an order for relief entered pursuant to a petition filed under, any bankruptcy or similar statute (whether Federal or State) relating to relief of debtors; or (iv) be the subject of any petition for relief filed against Guarantor it under any bankruptcy or similar statute (whether Federal or State) relating to relief of debtors which exceeds $10,000, and which is shall not satisfied be vacated or fully bonded against dismissed within thirty (30) days of after the rendering filing thereof; or
or (fv) Guarantor files a petition seeking relief under dissolve, liquidate, reorganize, or be acquired by any provision of the United States Bankruptcy Code; orPerson(s).
(g) The Borrower or any of its Subsidiaries (including Hidden Splendor from and after the occurrence date a Confirmation Order has been entered) shall fail to pay any Debt or Contingent Liability when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), and such failure, shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt or Contingent Liability; the Borrower or any of its Subsidiaries shall fail to perform or observe any event that would permit Lender term or covenant contained in any agreement or instrument relating to accelerate all any such Debt or Contingent Liability, when required to be performed or observed, and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, or can result in acceleration of the maturity of such Debt or Contingent Liability; or any such Debt or Contingent Liability shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof.
(h) Any party shall commence any action, suit or proceeding against or affecting the Borrower or any of its Subsidiaries or any part of the Guaranteed ObligationsCollateral or involving the validity or enforceability of this Agreement or any of the other Loan Documents or the priority of the Liens created by any of the other Loan Documents, but acceleration thereof is prevented by law, court orderat law or in equity, or otherwise; orbefore any governmental authority, which in the reasonable judgment of the Lenders materially impairs or would materially impair its interest in any part of the Collateral, the enforceability of this Agreement or any of the other Loan Documents or the Lenders' ability to collect the Indebtedness when due or to enforce the Obligations.
(hi) The Borrower or any Subsidiary shall be required under any Environmental Law (i) to implement any remedial, neutralization, or stabilization process or program, the dissolution cost of Guarantorwhich would constitute a Material Adverse Change, or (ii) to pay any penalty, fine, or damages in an aggregate amount of $100,000.00 or more.
(j) There shall occur judgments or fines (including, without limitation, pursuant to any civil or criminal action brought by any Governmental Authority) against the Borrower or any Subsidiary in the aggregate in excess of $100,000.00 at any one time outstanding that are either uninsured or for which the insurer fails to pay for more than 60 days and which are either final and unappealable or remain uncontested by such Person;
(k) Any lease, contract, permit, license or authorization of the Borrower or any of its Subsidiaries shall terminate or cease to be effective, which termination or cessation would be a Material Adverse Change.
(l) A Confirmation Order shall not have been entered and become a Final Confirmation Order by the Final Closing Date.
Appears in 1 contract
Events. Upon In case of the occurrence happening of any of the following eventsevents (each, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence "Event of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:Default"):
(a) Borrower breaches or an event of default occurs under or in connection with the Company shall fail to make any payment on principal of the Guaranteed Obligations Notes when and as the same shall become due and payable including at the due date thereof, by acceleration or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligationsotherwise; or
(b) Guarantor fails the Company shall fail to perform pay any premium, interest or observe any agreementother obligation due hereunder when and as the same shall become due and payable, covenant whether at the due date thereof, by acceleration or provision contained in this Guarantyotherwise; or
(c) Guarantor fails the Company shall fail timely to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amendedperform its obligations under Section 2.8(e) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of paymenthereof; or
(d) default shall be made in the due observance or performance by the Company of any warrantycovenant or agreement contained in Section 6.1or 6.2 or Article VII of this Agreement, and such default shall continue unremedied for thirty (30) days after written notice thereof to the Company by the Purchasers; or
(e) a material breach by the Company of its obligations under the Warrants shall have occurred; or
(f) default shall be made in the due observance or performance by the Company of any other covenant or agreement to be observed or performed under this Agreement or any other Transaction Document, and such default shall continue unremedied for thirty (30) days (or such lesser period as may be required as a result of such default) after written notice thereof to the Company by the Purchasers; or
(g) any representation or warranty made by the Company contained in this Agreement or in any other Transaction Document or in any certificate, financial statement or other instrument furnished by or on behalf of Guarantor contained in the Company pursuant to this Guaranty is Agreement or such other Transaction Document shall prove to have been false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied respect when made or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwisefurnished; or
(h) the dissolution Company or any of Guarantorits subsidiaries shall (i) voluntarily commence any proceeding or file any petition or proposal or any notice of its intent to commence or file any such proceeding, petition or proposal seeking relief under the U.S. Bankruptcy Code or any other federal, state bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition or proposal, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for any such Person or for any substantial part of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) fail generally to pay its debts as they become due or (vii) take any corporate or stockholder action in furtherance of any of the foregoing; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any of its subsidiaries or of any substantial part of the property or assets thereof, under Title 11 of the United States Code or any other federal, state bankruptcy, insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any of its subsidiaries or for any substantial part of their property or (iii) the winding-up or liquidation of the Company or any of its subsidiaries, and such proceeding, petition or order shall continue unstayed and in effect for a period of 60 consecutive days; or
(j) a final judgment for the payment of money in an amount in excess of $500,000 shall be rendered by a court or other tribunal against the Company or any of its subsidiaries and shall remain undischarged for a period of 60 consecutive days during which such judgment and any levy or execution thereof shall not have been effectively stayed or vacated; or
(k) any event shall occur or condition shall exist or fail to occur or exist if the effect of such occurrence, existence or failure is to accelerate the maturity of any Indebtedness of the Company or any of its subsidiaries in a principal amount in excess of $500,000 or any such Indebtedness shall not be paid when due, whether at maturity, by acceleration or otherwise, or the holder of any Lien upon property of the Company shall commence foreclosure of such Lien; or
(l) any Transaction Document shall cease to be in full force and effect and enforceable against the Company in accordance with its terms; or
(m) there shall have occurred with respect to the Company a Change in Control; or
(n) to the extent a Security Agreement or Deed of Trust is executed in connection with this Agreement, either of the Security Agreement or Deed of Trust shall cease to be, in any material respect, in full force and effect, or shall cease, in any material respect, to give the holders of the Notes the Liens, rights, powers and privileges purported to be created thereby in favor of such holders, or the Company shall default in the due performance or observance of any material term, covenant or agreement on its part to be performed or observed pursuant to either of the Security Agreement or Deed of Trust and such default shall continue for 30 or more days after written notice to the Company; or
(o) the Company or an ERISA Affiliate (as defined therein) shall fail to pay when due an amount or amounts aggregating in excess of $500,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Benefit Plan shall be filed under Title IV of ERISA by any ERISA Affiliate, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Benefit Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Benefit Plan must be terminated; or there shall occur a complete or partial withdrawal from or a default, within the meaning of Section 4219 (c) (5) of ERISA, with respect to, one or more multi-employer plans which could cause one or more ERISA Affiliates to incur a payment obligation in excess of $500,000; or
(p) there shall have occurred any event which would constitute a Material Adverse Effect; then, and in any such event, and at any time thereafter during the continuance of such event, subject to the terms of the Intercreditor Agreement, the Purchasers may, by notice to the Company, take any of the following actions at the same or different times: (i) terminate forthwith the commitment hereunder to purchase the Notes and (ii) declare the Notes (if outstanding) to be forthwith due and payable, whereupon the entire unpaid principal of the Notes, together with accrued interest thereon, the then applicable redemption premium, if any, and all other obligations, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in the Notes or the other Transaction Documents to the contrary notwithstanding (except for the Intercreditor Agreement), and (iii) exercise any and all other remedies provided under any Transaction Document upon the occurrence and continuance of an Event of Default. Notwithstanding the foregoing, in the case of an Event of Default arising under subsections (g) or (h) of Section 8.1 hereof with respect to the Company or any subsidiary of the Company, all outstanding Notes will ipso facto become due and payable without further action or notice. All rights and remedies of the Purchasers under this Agreement and all covenants and obligations of the Company hereunder, are subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall control.
Appears in 1 contract
Sources: Subordinated Notes and Warrant Purchase Agreement (Sheldahl Inc)
Events. Upon (a) For purposes of this Guaranty, a “Trigger Event” shall be deemed to have occurred under this Guaranty upon the occurrence of one or more of the following after the date hereof:
a) the Guarantor’s failure to perform all obligations and liabilities under or pursuant to this Guaranty;
b) the occurrence of any of the following eventswhile the Guarantor is an officer or director of the any of the Obligors:
i) fraud, Guarantor immediately and without notice from Lenderintentional misrepresentation or material omission, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce and/or willful misconduct on the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence part of any of the following eventsObligors and/or the Guarantor, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligationsincluding, regardless whether without limitation, misrepresentations, acts or omissions in connection with this Guaranty, the Forbearance Agreement, the Pledge Agreement, and/or the Warrant or any of the Guaranteed Obligations themselves have been acceleratedtransactions evidenced thereby or related thereto or any filings by the Company with the U.S. Securities and Exchange Commission from and after January 1, are past due2010 (it being acknowledged and agreed that mere nonpayment or simple covenant defaults under the Financing Documents and/or the Forbearance Documents, as each term is defined in the Forbearance Agreement, shall not on their own constitute willful misconduct);
ii) the voluntary filing of a receivership or an assignment for the benefit of creditors by any of the Obligors;
iii) the sale, assignment, pledge for security, or are other transfer of the Pledged Interests, as such term is defined in defaultthe Pledge Agreement;
iv) the sale, assignment, or other transfer (other than ordinary course sales of inventory and the like in arms length transactions for value to unaffiliated third parties) of any assets of the Obligors;
v) any payment(s) by any Obligor to any party or for any expense not set forth in the Budget;
vi) any payment(s) by any Obligor to any executive officer or senior management of the Obligors, or any of their relatives, affiliates or related parties, in an amount in excess of the amounts permitted to be paid to such parties for such period of time as set forth in the Budget;
vii) any payment(s) by the Obligors for other expenses in excess of the amounts permitted to be paid for such expenses as set forth in the Budget, whether by line item or in the aggregate, by greater than fifteen percent (15%);
viii) any failure by the Borrower to (x) honor, either timely or at all (but excluding transfer agent delays), a request by the Secured Party to convert any portion of the Cirtran Debentures after the increase of the number of authorized shares of the Borrower’s common stock contemplated in subsection (11) below, (y) consistent with the representations, warranties, and covenants set forth in the Forbearance Agreement, issue share certificates without restrictive legend, and (z) provide to its transfer agent timely instructions and legal opinions, as may be required by the transfer agent to issue such shares without legend, stop order or any other restriction on transfer by Secured Party;
ix) any failure by the Borrower to:
(a) Borrower breaches or an event file with the Securities and Exchange Commission (the “SEC”) before April 20, 2011 a proxy statement to increase the number of default occurs under or in connection with any authorized shares of the Guaranteed Obligations or any Borrower’s common stock to an amount of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; ornot less than three and one-half billion (3,500,000,000) shares;
(b) Guarantor fails diligently respond to perform or observe any agreement, covenant or provision contained in this Guaranty; orand all questions and comments from the SEC until such proxy statement is declared effective;
(c) Guarantor fails distribute such proxy statement to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to Borrower’s shareholders promptly upon its stated maturity or prior to its regularly scheduled dates of paymenteffectiveness; or
(d) reserve one and one-half billion (1,500,000,000) of the Borrower’s shares of common stock for the exclusive use to cover conversions of the Cirtran Debentures by the Secured Party and/or the exercise of any warranty, representation or other statement warrants held by or on behalf the Secured Party.
x) the failure of Guarantor contained the Borrower’s board of directors to recommend that the Borrower’s shareholders vote “for” the increase in this Guaranty is false or misleading the number of authorized shares of the Borrower’s common Stock set forth in any material respectsubsection (9) above; or
(exi) any finalthe failure by the Borrower on or before July 31, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days 2011 to increase the number of authorized shares of the rendering thereof; orBorrower’s common stock to an amount of not less than three and one-half billion (3,500,000,000) shares;
(fc) Guarantor files a petition seeking relief under the Guarantor, either directly or indirectly, causes any provision of the United States Bankruptcy Code; orforegoing to occur after he is no longer an officer or director of the Borrower, any of the other Obligors, and/or any of the New Subsidiaries;
(gd) the occurrence of any event that would permit Lender to accelerate all or any part of a Trigger Event under, and as defined in, the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; orPledge Agreement.
(hb) From and after the dissolution occurrence of Guarantora Trigger Event, the Secured Party, at its option, shall be entitled to seek and institute any and all remedies available to it.
Appears in 1 contract
Sources: Forbearance Agreement (Cirtran Corp)
Events. Upon the occurrence of any Any one or more of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender events shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence ------ considered an Event of any of the following events, Guarantor agrees Default as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm is used herein:
(ai) Borrower breaches shall fail to pay when due or an event declared due the principal of default occurs or interest on the Note or any fee or any other indebtedness of Borrower incurred pursuant to this Agreement and such failure shall continue for a period of one (1) Business Day after the same shall become due;
(ii) Any representation or warranty made by Borrower under this Agreement or in any certificate or statement furnished at any time or made to Bank pursuant hereto, or in connection herewith, or in connection with any document furnished hereunder, shall prove to be incomplete, incorrect, misleading, or untrue in any material respect as of the Guaranteed Obligations date on which such representation or warranty is made or deemed made;
(iii) Default shall be made in the due observance or performance of any of the instruments, documents, covenants or agreements or contracts evidencing the Guaranteed Obligations; or
(b) Guarantor fails to perform or observe any agreement, covenant or provision of Borrower contained in Sections 9(g), (k), (n), (o), (p), or (q) of this Guaranty; or
(c) Guarantor fails to make any payment Agreement, or default shall be made in the due on any indebtedness owed to any Person observance or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect performance of any indebtedness owed to any Person of the covenants or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor agreements contained in any other section of this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, Agreement and which is not satisfied or fully bonded against within such default shall continue for more than thirty (30) days after notice thereof has been given to Borrower by Bank or Bank is notified of such default, or should have been so notified, pursuant to the provisions of Section 9(k) hereof, whichever is earlier;
(iv) Borrower or any Subsidiary shall fail to make any payment of principal, premium, if any, or interest with respect to any Debt (other than Debt owing Bank) in an aggregate principal amount in excess of $5,000,000 when due or within any applicable grace period;
(v) Any event or condition shall occur which results in the acceleration of the rendering maturity of any Debt of Borrower or any Subsidiary (other than Debt owing Bank) in an aggregate principal amount in excess of $5,000,000 or enables (or, with the giving of notice or lapse of time or both, would enable) the holder of such Debt or any Person acting on such holder's behalf to accelerate the maturity thereof;
(vi) Borrower or any Subsidiary shall (A) commence a voluntary case or other proceeding seeking liquidation, reorganization, or other relief with respect to itself or its debts under any bankruptcy, insolvency, or other similar law now or hereafter in effect or seeking an appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, (B) consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, (C) make a general assignment for the benefit of creditors, (D) fail generally to pay its debts as they become due, or (E) take any corporate action authorizing any of the foregoing;
(vii) An involuntary case or other proceeding shall be commenced against Borrower or any Subsidiary seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian, or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) days; or an order for relief shall be entered against Borrower or any Subsidiary under the federal bankruptcy laws as now or hereinafter in effect; or
(fviii) Guarantor files a petition seeking relief under any provision A judgment or order for the payment of the United States Bankruptcy Code; or
money in excess of $5,000,000 (gor judgments or orders aggregating in excess of $5,000,000) the occurrence of any event that would permit Lender to accelerate all shall be rendered against Borrower or any part Subsidiary and such judgments or orders shall continue unsatisfied and unstayed for a period of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; or
thirty (h30) the dissolution of Guarantordays.
Appears in 1 contract
Sources: Loan Agreement (Atmos Energy Corp)
Events. Upon Default shall only be deemed to have occurred in the occurrence following situations and Lessee shall not be deemed in default hereunder for the purpose of Lessor's exercise of any of right or privilege herein until the following events, Guarantor immediately applicable notice and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultgrace period has expired:
(a) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligations; or
(b) Guarantor If Lessee fails to perform pay any installment of Rent any penalty or observe any agreement, covenant or provision contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security accrued interest thereon as required by the provisions of Guarantor (as “security” is defined Article 4 and such failure continues for purposes of federal securities laws as amended) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days after the receipt of notice of default from Lessor, unless the rendering time for the payment has been previously extended pursuant to paragraph 4.7 ("Extension")
(b) If Lessee fails to perform or comply with any other Term of this Lease and such failure continues for forty-five (45) days after the receipt of notice of default from Lessor; provided, however, that with respect to any such failure which is of such nature that although curable, it cannot, with due diligence and adequate resources, be cured within forty five (45) days, a default shall not be deemed to exist if Lessee commences curing such failure within the 45-day period and thereafter proceeds with reasonable diligence and action to complete curing such failure.
(c) To the extent then allowed by law, if Lessee files a voluntary petition in bankruptcy which is not dismissed within 90 days after the filing thereof; or
(f) Guarantor is adjudicated bankrupt or insolvent; files a petition any petitions or answers seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any provision of present or future federal, state or other statute, law or regulation: seeks, consents to, or acquiesces in the United States Bankruptcy Code; or
(g) the occurrence appointment of any event that would permit Lender to accelerate trustee, receiver, or liquidator of Lessee, or of all or any substantial part of its respective property or of the Guaranteed Obligations, but acceleration thereof is prevented pertinent portion of the Premises; makes any general assignments for the benefit of creditors; or admits in writing its inability to pay its debts generally as they become due.
(d) To the extent then allowed by law, court orderif a petition is filed against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future federal, state or other statute, law, or otherwise; or
regulation, which remains undismissed or unstayed for an aggregate of ninety (h90) days (whether or not consecutive), or if a trustee, receiver, or liquidator of Lessee, or of all or any substantial part of its properties or of the dissolution Premises is appointed without the consent or acquiescence of GuarantorLessor and such appointment remains unvacated or unstayed for an aggregate of ninety (90) days (whether or not consecutive).
Appears in 1 contract
Sources: Commercial Lease (Exponent Inc)
Events. Upon the The occurrence of any one or more of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence of any events (regardless of the reason therefore) shall constitute an “Event of Default” Or “Default” hereunder:
(i) Failure of Borrower to make any payment under this Agreement or the Note within five (5) calendar days following events, Guarantor agrees the date that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past such payment is due, or are failure of Borrower to make any payment under any purchase account or credit arrangement with Lender or its Affiliates (including, without limitation, under the Prime Vendor Agreement) within five (5) calendar days or the grace period, if any, provided in default:
(a) Borrower breaches or an event of default occurs under or in connection with any of the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligationssuch arrangement; or
(bii) Guarantor fails to perform Borrower shall breach or observe be in default in the performance of any agreement, covenant or provision agreement contained in this Guaranty; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) Agreement or any event shall occur other Loan Document or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of Prime Vendor Agreement which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or has not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against been cured within thirty (30) days of the rendering thereofnotice from Lender; (except as otherwise provided in Section 6(a)(i); or
(fiii) Guarantor files a petition seeking relief under The occurrence of an “Event of Default” or “Default” as defined in any provision of the United States Bankruptcy Codeother Loan Document; or
(giv) Any material representation or warranty in this Agreement or any other Loan Document or the occurrence Prime Vendor Agreement, or in any written statement pursuant hereto or thereto, or in any report, financial statement or certificate made or delivered to Lender by Borrower or Arcadia shall be untrue or incorrect as of the date when made or deemed made; or
(v) Any other event shall have occurred which has had a Material Adverse Effect or a material adverse effect on the business, assets, operations, property or financial or other condition of Arcadia; or
(vi) beginning with fiscal quarter January 1, 2012 to March 31, 2012 PrairieStone’s EBITDA for any event that would permit Lender fiscal quarter is negative or beginning January 1, 2012 PrairieStone’s current assets divided by current liabilities is less than .75; or
(vii) A Change of Control shall have occurred with respect to accelerate all Borrower or Arcadia; or
(viii) Filing of a petition by or against Borrower or Arcadia under the U.S. Bankruptcy Code, as amended from time to time, or similar law; appointment of a receiver, trustee, custodian or liquidator of or for any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, assets or otherwiseproperty of Borrower or Arcadia; Borrower or Arcadia becomes insolvent; or Borrower or Arcadia makes a general assignment for the benefit of creditors or generally fails to pay debts as they become due or admits in writing its inability to pay its debts as they become due; or
(hix) Borrower or Arcadia shall materially breach any material agreement between Borrower and Lender or its Affiliates relating to the dissolution purchase and sale of Guarantorgoods or the leasing of equipment, and such material breach is not cured under the terms of that material agreement; or
(x) The Prime Vendor Agreement expires or is terminated; or
(xi) Any Loan Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral or any Loan Document shall fail to remain in full force or effect, or any action shall be taken by Borrower or Arcadia to discontinue or to assert the invalidity or unenforceability of, or the security interest created under, any Loan Document; or
(xii) Borrower or any of its Affiliates shall breach or be in default of any covenant or agreement or any material representation or warranty contained in any document or agreement evidencing Indebtedness in excess of $5 million including, without limitation, the current credit facility of Borrower’s Affiliate with Comerica Bank and breach or default is not cured within the terms of the applicable agreement.
Appears in 1 contract
Sources: Line of Credit and Security Agreement (Arcadia Resources, Inc)
Events. Upon the occurrence of any Any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender events shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence considered an "Event of any of the following events, Guarantor agrees Default" as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm is used herein:
(a) Borrower breaches default is made in the payment or an event prepayment when due of default occurs any installment of principal or interest on the Note or payment of any fee, expense, or other amount due under or in connection with any of the Guaranteed Obligations or any Loan Documents and such default shall continue for a period of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligationsfive (5) calendar days after written notice of such default to Borrowers by Lender; or
(b) Guarantor fails default is made in the payment of any mandatory prepayment required hereunder and such default shall continue for a period of five (5) calendar days after written notice of such default to perform or observe any agreement, covenant or provision contained in this GuarantyBorrowers by Lender; or
(c) Guarantor any representation or warranty made by either or both of the Borrowers in this Agreement, the Loan Documents, or in any other document executed in connection herewith or therewith proves to have been untrue in any material respect as of the date hereof or thereof; or any representation, statement (including financial statements), certificate or data furnished or made by either or both of the Borrowers hereunder or thereunder proves to have been untrue in any material respect as of the date as of which the facts therein set forth were stated or certified; or
(d) default is made in the due observance or performance by either or both of the Borrowers of any of the covenants, terms or agreements contained in any of the Loan Documents or in any other document or agreement executed in connection herewith or therewith and such default shall continue for a period of thirty (30) days after written notice of such default to Borrowers by Lender; or
(e) Either of the Borrowers dissolves or terminates its existence or discontinues its usual business; or
(f) any involuntary case or other proceeding is commenced against either of the Borrowers which seeks liquidation, reorganization or other relief with respect to it or its debts or other liabilities under any bankruptcy, insolvency or similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Property, or an order for relief against either of the Borrowers is entered in any such case under the Federal Bankruptcy Code; or
(g) Either of the Borrowers commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts or other liabilities under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its Property or consents to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or makes a general assignment for the benefit of creditors, or fails generally to, or admits in writing its inability to, pay its debts generally as they become due or takes any corporate action to make authorize or effect any of the foregoing; or
(h) any event or condition occurs which constitutes an Event of Default under any of the Security Instruments or any other instrument or agreement executed in connection herewith or therewith; or
(i) Either of the Borrowers defaults in the payment due of principal of or interest on any indebtedness owed to any Person other Debt beyond the period of grace, if any, provided with respect thereto or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) in the performance or any event shall occur or any condition shall exist in respect observance of any indebtedness owed to other term, condition or agreement contained in any Person instrument or security of Guarantoragreement evidencing, or under any agreement securing or relating to such indebtedness or security, thereto if the effect of which such default is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, obligation to become due prior to its stated maturity or to permit the holder or holders of such obligations (or a trustee or agent on behalf of such holder or holders) to cause such obligation to become due prior to its regularly scheduled dates stated maturity, whether or not such default or failure to perform should be waived by the holder or holders of paymentsuch obligation or such trustee; or
(dj) any warrantyone or more judgments for the payment of money in excess of $10,000 in the aggregate are rendered against either of the Borrowers or both and such judgment or judgments remain unsatisfied, representation undischarged or other statement by or on behalf unstayed and in effect for a period of Guarantor contained in this Guaranty is false or misleading in any material respectthirty (30) days; or
(ek) this Agreement at any finaltime after its execution and delivery and for any reason, non-appealable judgment ceases to be in full force and effect or is rendered against Guarantor which exceeds $10,000, declared by a court of competent jurisdiction to be null and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereofvoid; or
(fl) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy CodeSecurity Instruments, at any time after their respective execution and delivery and for any reason, cease to constitute valid and subsisting first liens and/or valid and perfected first security interests in and to the Property purported to be subject to such Security Instruments and such default shall continue for a period of ten (10) calendar days after written notice of such default to Borrowers by Lender; or
(gm) the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; or
(h) the dissolution of Guarantora Material Adverse Effect occurs.
Appears in 1 contract
Sources: Loan Agreement (Allquest Com Corp)
Events. Upon the occurrence The existence of any one or more of the following events, Guarantor immediately and without notice from Lender, events shall pay to Lender constitute an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence “Event of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultDefault”:
(a) Borrower breaches or an event of default occurs under or in connection with any the Maker shall fail to pay within fifteen (15) days of the Guaranteed Obligations due date any sum due in respect of principal or any interest thereon in respect of the instrumentsthis Note, documentswhether at maturity, agreements by prepayment or contracts evidencing the Guaranteed Obligationsotherwise; or
(b) Guarantor fails the Maker shall fail to perform or observe observe, in any agreementmaterial respect, covenant any other covenant, term, provision, condition, agreement or provision contained in obligation of the Maker under this GuarantyNote and such failure shall continue uncured for a period of fifteen (15) days after notice from the Holder of such failure; or
(c) Guarantor fails to make any payment due on any indebtedness owed to any Person the entry of a decree or security order by a court having jurisdiction in the premises adjudging the Maker insolvent, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Guarantor (as “security” is defined for purposes of federal securities laws as amended) the Maker or any event shall occur or any condition shall exist in respect of any indebtedness owed to substantial part of his property, and the continuance of any Person such decree or security order unstayed and in effect for a period of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause sixty (whether or not such holder or trustee elects to cause60) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of paymentconsecutive days; or
(d) the institution by the Maker of proceedings to be adjudicated a bankrupt or insolvent, or the filing by him of a petition or answer or consent seeking relief under the Federal Bankruptcy Code or any warrantyother applicable Federal or State law, representation or the consent by him to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other statement similar official) of the Maker or of any substantial part of his property, or the making by him of an assignment for the benefit of creditors, or on behalf the admission by him in writing of Guarantor contained his inability to pay his debts generally as they become due, or the taking of any acts by the Maker in this Guaranty is false or misleading in furtherance of any material respectsuch action; or
(e) the acceleration of any final, non-appealable judgment other indebtedness(es) of the Maker on one or more loans or other indebtedness to which the Maker is rendered against Guarantor which exceeds an obligor or guarantor in an aggregate amount exceeding $10,000200,000 by reason of default thereunder, and which is not satisfied such default shall continue without having been duly cured, waived or fully bonded against within thirty (30consented to beyond the period of grace, if any, and any holder of such loan(s) days have declared all or part of the rendering thereofunpaid balance of such loans to be forthwith due and payable; or
(f) Guarantor files the Company shall have entered against him or any of his properties a petition seeking relief under any provision final judgment or judgments by a court having jurisdiction in an aggregate amount exceeding $200,000; then and in each and every case, unless the principal and accrued interest on this Note shall have already become due and payable, the Holder may by notice in writing to the Maker declare the unpaid balance of this Note to be forthwith due and payable, and thereupon such balance, including the United States Bankruptcy Code; or
(g) the occurrence principal of this Note and accrued interest thereon, shall become so due and payable without presentation, protect or further demand or notice of any event that would permit Lender to accelerate kind, all or any part of which are hereby expressly waived by the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwise; or
(h) the dissolution of GuarantorMaker.
Appears in 1 contract
Events. Upon In case of the occurrence happening of any of the following eventsevents (each, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence "Event of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:Default"):
(a) Borrower breaches or an event of default occurs under or in connection with the Company shall fail to make any payment on principal of the Guaranteed Obligations Notes when and as the same shall become due and payable, whether at the due date thereof, by acceleration or any otherwise (a "Principal Payment Default"). A Principal Payment Default shall be deemed to have occurred notwithstanding the fact that the Principal Payment Default results from compliance with or enforcement of the instruments, documents, agreements or contracts evidencing subordination provisions of the Guaranteed ObligationsSubordination Agreement; or
(b) Guarantor fails the Company shall fail to perform pay any premium, interest, fee or observe any agreementother obligation due hereunder or under the Notes when and as the same shall become due and payable, covenant whether at the due date thereof, by acceleration or provision contained in this Guarantyotherwise (an "Interest Payment Default"). An Interest Payment Default shall be deemed to have occurred notwithstanding the fact that the Interest Payment Default results from compliance with or enforcement of the subordination provisions of the Subordination Agreement; or
(c) Guarantor fails the Company shall fail timely to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amendedperform its obligations under Section 2.7(e) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of paymenthereof; or
(d) default shall be made in the due observance or performance by the Company of any warrantycovenant or agreement contained in Section 6.1 or 6.2 or Article VII of this Agreement, and such default shall continue unremedied for thirty (30) days after written notice thereof to the Company by the Purchasers; or
(e) default shall be made in the due observance or performance by the Company of any other covenant or agreement to be observed or performed under this Agreement or any other Loan Document, and such default shall continue unremedied for thirty (30) days (or such lesser period as may be required as a result of such default) after written notice thereof to the Company by the Purchasers; or
(f) any representation or warranty made by the Company contained in this Agreement or in any other Loan Document or in any certificate, financial statement or other instrument furnished by or on behalf of Guarantor contained in the Company pursuant to this Guaranty is Agreement or such other Loan Document shall prove to have been false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied respect when made or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Codefurnished; or
(g) the occurrence Company or any of its subsidiaries shall (i) voluntarily commence any proceeding or file any petition or proposal or any notice of its intent to commence or file any such proceeding, petition or proposal seeking relief under the U.S. Bankruptcy Code or any other federal or state bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any event that would permit Lender such petition or proposal, (iii) apply for or consent to accelerate all the appointment of a receiver, trustee, custodian, sequestrator or similar official for any such person or for any substantial part of its property or assets, (iv) file an answer admitting the Guaranteed Obligationsmaterial allegations of a petition filed against it in any such proceeding, but acceleration thereof is prevented by law(v) make a general assignment for the benefit of creditors, court order, (vi) fail generally to pay its debts as they become due or otherwise(vii) take any corporate or stockholder action in furtherance of any of the foregoing; or
(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the dissolution Company or any of Guarantorits subsidiaries or of any substantial part of the property or assets thereof, under Title 11 of the United States Code or any other federal, state bankruptcy, insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any of its subsidiaries or for any substantial part of their property or (iii) the winding-up or liquidation of the Company or any of its subsidiaries, and such proceeding, petition or order shall continue unstayed and in effect for a period of sixty (60) consecutive days; or
(i) a final judgment for the payment of money in an amount in excess of $500,000 shall be rendered by a court or other tribunal against the Company or any of its subsidiaries and shall remain undischarged for a period of sixty (60) consecutive days during which such judgment and any levy or execution thereof shall not have been effectively stayed or vacated; or
(j) any event shall occur or condition shall exist or fail to occur or exist if the effect of such occurrence, existence or failure is to accelerate the maturity of any indebtedness of the Company or any of its subsidiaries in a principal amount in excess of $500,000 or any such indebtedness shall not be paid when due, whether at maturity, by acceleration or otherwise, or the holder of any lien upon property of the Company shall commence foreclosure of such lien; or
(k) any Loan Document shall cease to be in full force and effect and enforceable against the Company in accordance with its terms; or
(l) there shall have occurred with respect to the Company a Change in Control; or
(m) the Company or an ERISA Affiliate (as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) shall fail to pay when due an amount or amounts aggregating in excess of $500,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate an "employee pension benefit plan" (a "Benefit Plan") shall be filed under Title IV of ERISA by any ERISA Affiliate, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Benefit Plan; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Benefit Plan must be terminated; or there shall occur a complete or partial withdrawal from or a default, within the meaning of Section 4219 (c) (5) of ERISA, with respect to, one or more multi-employer plans which could cause one or more ERISA Affiliates to incur a payment obligation in excess of $500,000; or
(n) there shall occur a material breach by the Company of its obligations under the Warrants; or
(o) payment of any amount due under the Notes is prevented due to compliance with or enforcement of the subordination provisions of the Subordination Agreement, or any amounts previously paid to the Purchasers must be repaid or held in trust by the Purchasers due to compliance with or enforcement of the subordination provisions contained in the Subordination Agreement; or
(p) there shall have occurred any event which would constitute a Material Adverse Effect; then, and in any such event, and at any time thereafter during the continuance of such event, subject to the terms of the Subordination Agreement or the holders of the Required Percent, by notice to the Company, take any of the following actions at the same or different times: (i) terminate forthwith the commitment hereunder to purchase the Notes and (ii) declare the Notes (if outstanding) to be forthwith due and payable, whereupon the entire unpaid principal of the Notes, together with accrued interest thereon, the then applicable redemption premium, if any, and all other obligations, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in the Notes or the other Loan Documents to the contrary notwithstanding (except for the Subordination Agreement), and (iii) exercise any and all other remedies provided under any Loan Document upon the occurrence and continuance of an Event of Default. Notwithstanding the foregoing, in the case of an Event of Default arising under subsections (g) or (h) of Section 8.1 hereof with respect to the Company or any subsidiary of the Company, all outstanding Notes will ipso facto become due and payable without further action or notice.
Appears in 1 contract
Sources: Subordinated Notes and Warrant Purchase Agreement (Sheldahl Inc)
Events. Upon the occurrence of any Any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender events shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence considered an "Event of any of the following events, Guarantor agrees Default" as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm ------ is used herein:
(a) Borrower breaches Default is made in the payment when due of any installment of principal or an event interest on the Note or other Indebtedness and such Default continues for longer than 15 days past the due date provided therefor, whether or not notice of default occurs under or in connection with any of such Default shall have been given by the Guaranteed Obligations or any of Lender to the instruments, documents, agreements or contracts evidencing the Guaranteed ObligationsBorrower; or
(b) Any representation or warranty made by the Borrower or any Guarantor fails herein or in any other Security Instrument or in any certificate, request or other document furnished pursuant to perform or observe under the Security Instrument, including without limitation any agreementschedule, covenant certificate, financial statement, report, notice or provision contained any other writing or information furnished by or on behalf of the Borrower (or of either of the Guarantors) proves to have been incorrect, false or misleading in this Guarantyany material respect as of the date the facts set forth are stated or certified, or deemed stated or certified; or
(c) Guarantor Default is made in the due observance or performance by the Borrower of any of the covenants or agreements contained in Article 5 of this Agreement (except with respect to the covenants contained in Sections 5.09, 5.10, 5.15 or 5.26 hereof) and such Default continues unremedied for a period of 30 days after the earlier of (i) notice thereof being given by the Lender to the Borrower or (ii) such Default otherwise becoming known to the Borrower; provided, however, that in the event that the Lender shall have delivered two (2) such notices in any 12--month period, the Borrower shall not be entitled to any further notice, grace or opportunity to cure, and any subsequent Default shall be an Event of Default immediately. With respect to a Default in the due observance or performance by the Borrower of the covenants contained in Sections 5.09, 5.10, 5.15 or 5.26 hereof, there shall be no applicable cure period; or
(d) Default is made in the due observance or performance by the Borrower of any of the covenants or agreements contained in Article 6 hereof; or
(e) Default is made in the due observance or performance by the Borrower of any of the covenants or agreements contained in any Security Instrument other than this Agreement, and such Default continues unremedied beyond the expiration of any applicable grace period which may be expressly allowed hereunder or under such Security Instrument; or
(f) The Borrower discontinues its usual business; or
(g) The Borrower fails to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) Debt, or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security Debt of Guarantorthe Borrower, or under any agreement securing or relating to such indebtedness or securityDebt, the effect of which is to cause or to permit any holder of such indebtedness or other security or a trustee Debt to cause (whether or not such holder or trustee elects to cause) such indebtedness or securityDebt, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; or
(d) any warranty, representation or other statement by or on behalf of Guarantor contained in this Guaranty is false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwisematurity; or
(h) Substantial Completion of a Residence fails to occur on or before the dissolution Completion Date (unless extended pursuant to Section 2.03 hereof); or
(i) Occurrence of Guarantorany condition, no matter how caused, which renders it impossible for the Borrower timely to comply fully with, or to cause timely full compliance with, the provisions hereof or of any other of the Security Instruments; or
(j) If, in the sole discretion of the Lender, either of the Guarantors suffers or is impaired by an occurrence which causes a Material Adverse Effect on the Borrower, the Premises or either of the Guarantors.
Appears in 1 contract
Sources: Loan Agreement (Woodhaven Homes Inc)
Events. Upon the occurrence of any Any of the following events, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender events shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence considered an "Event of any of the following events, Guarantor agrees Default" as that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in defaultterm is used herein:
(a) Borrower breaches or an event the occurrence of default occurs under or any "Event of Default" in connection with any of such term as defined in the Guaranteed Obligations or any of the instruments, documents, agreements or contracts evidencing the Guaranteed ObligationsCredit Agreement; or
(b) Guarantor fails to perform any representation or observe any agreement, covenant or provision contained warranty made by Grantors in this GuarantyDeed of Trust proves to have been incorrect in any material respect as of the date thereof; or any representation, statement (including financial statements), certificate or data furnished or made by Grantors or any Other Liable Party under any other Security Instrument proves to have been untrue in any material respect, as of the date as of which the facts therein set forth were stated or certified; or
(c) Guarantor fails to make any payment default is made in the due on any indebtedness owed to any Person observance or security of Guarantor (as “security” is defined for purposes of federal securities laws as amended) performance by Grantors or any event shall occur Other Liable Party of any of the covenants or agreements contained in this Deed of Trust or any condition shall exist in respect other Security Instrument, and such default continues unremedied beyond the expiration of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of applicable grace period which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of paymentmay be expressly allowed thereunder; or
(d) any warrantyGrantor shall have concealed, representation 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 of its property which may be fraudulent under any bankruptcy, fraudulent transfer 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 shall have suffered or permitted, while insolvent, any creditor to obtain a lien upon any of its property through legal proceedings or distraint or other statement by or on behalf of Guarantor contained in this Guaranty process which is false or misleading in any material respectnot vacated within 60 days from the date thereof; or
(e) the filing of formal charges under a federal or state law for which forfeiture of any final, non-appealable judgment Grantor's property is rendered against Guarantor which exceeds $10,000, and which is not satisfied or fully bonded against within thirty (30) days of the rendering thereofa potential penalty; or
(f) Guarantor files a petition seeking relief except as otherwise expressly permitted under the Credit Agreement, the voluntary or involuntary sale, exchange, assignment, conveyance, transfer, contract for sale, mortgage, grant of security interest or other disposition or encumbrance of all or any provision portion of the United States Bankruptcy CodeMortgaged Property (or any interest therein), or all or any part of the Beneficial Ownership Interest or any legal or equitable right or interest in or to the Mortgaged Property or any Beneficial Ownership Interest without the prior written consent of Beneficiary; or
(g) the occurrence grant of any event that would permit Lender easement or right-of-way whatever with respect to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwiseMortgaged Property without the joinder therein of Beneficiary; or
(h) the dissolution designation of Guarantorthe Mortgaged Property as a condominium or cooperative housing unit or subject to joint ownership, without the prior written consent of Beneficiary.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Seair Group Inc)
Events. Upon In case of the occurrence happening of any of the following eventsevents (each, Guarantor immediately and without notice from Lender, shall pay to Lender an amount equal to all Guaranteed Obligations, and Lender shall be entitled to enforce the provisions hereof, and to exercise any other rights, powers, and remedies provided hereunder. Upon the occurrence "Event of any of the following events, Guarantor agrees that it shall pay to Lender an amount equal to all Guaranteed Obligations, regardless whether any of the Guaranteed Obligations themselves have been accelerated, are past due, or are in default:Default"):
(a) Borrower breaches or an event of default occurs under or in connection with the Company shall fail to make any payment on principal of the Guaranteed Obligations Notes when and as the same shall become due and payable including at the due date thereof, by acceleration or any of the instruments, documents, agreements or contracts evidencing the Guaranteed Obligationsotherwise; or
(b) Guarantor fails the Company shall fail to perform pay any premium, interest or observe any agreementother obligation due hereunder when and as the same shall become due and payable, covenant whether at the due date thereof, by acceleration or provision contained in this Guarantyotherwise; or
(c) Guarantor fails the Company shall fail timely to make any payment due on any indebtedness owed to any Person or security of Guarantor (as “security” is defined for purposes of federal securities laws as amendedperform its obligations under Section 2.8(e) or any event shall occur or any condition shall exist in respect of any indebtedness owed to any Person or security of Guarantor, or under any agreement securing or relating to such indebtedness or security, the effect of which is to cause any holder of such indebtedness or other security or a trustee to cause (whether or not such holder or trustee elects to cause) such indebtedness or security, or a portion thereof, to become due prior to its stated maturity or prior to its regularly scheduled dates of paymenthereof; or
(d) default shall be made in the due observance or performance by the Company of any warrantycovenant or agreement contained in Section 6.1or 6.2 or Article VII of this Agreement, and such default shall continue unremedied for thirty (30) days after written notice thereof to the Company by the Purchasers; or
(e) a material breach by the Company of its obligations under the Warrants shall have occurred; or
(f) default shall be made in the due observance or performance by the Company of any other covenant or agreement to be observed or performed under this Agreement or any other Transaction Document, and such default shall continue unremedied for thirty (30) days (or such lesser period as may be required as a result of such default) after written notice thereof to the Company by the Purchasers; or
(g) any representation or warranty made by the Company contained in this Agreement or in any other Transaction Document or in any certificate, financial statement or other instrument furnished by or on behalf of Guarantor contained in the Company pursuant to this Guaranty is Agreement or such other Transaction Document shall prove to have been false or misleading in any material respect; or
(e) any final, non-appealable judgment is rendered against Guarantor which exceeds $10,000, and which is not satisfied respect when made or fully bonded against within thirty (30) days of the rendering thereof; or
(f) Guarantor files a petition seeking relief under any provision of the United States Bankruptcy Code; or
(g) the occurrence of any event that would permit Lender to accelerate all or any part of the Guaranteed Obligations, but acceleration thereof is prevented by law, court order, or otherwisefurnished; or
(h) the dissolution Company or any of Guarantor.its subsidiaries shall (i) voluntarily commence any proceeding or file any petition or proposal or any notice of its intent to commence or file any such proceeding, petition or proposal seeking relief under the U.S. Bankruptcy Code or any other federal, state bankruptcy, insolvency or similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any such proceeding or the filing of any such petition or proposal, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for any such Person or for any substantial part of its property or assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) fail generally to pay its debts as they become due or (vii) take any corporate or stockholder action in furtherance of any of the foregoing; or
(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or any of its subsidiaries or of any substantial part of the property or assets thereof, under Title 11 of the United States Code or any other federal, state bankruptcy, insolvency or
Appears in 1 contract
Sources: Subordinated Notes and Warrant Purchase Agreement (Sheldahl Inc)