Financing Default Sample Clauses

Financing Default. The term “Financing Default” shall mean an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the following as they may be amended from time to time: (i) definitive financing documents as contemplated by the Financing Commitments (as defined in the Merger Agreement), and any extensions, renewals, refinancings or refundings thereof in whole or in part; (ii) any other agreement under which an amount of indebtedness of the Company or any of its subsidiaries in excess of $1,000,000 is outstanding as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; (iii) any amendment of, supplement to or other modification of any of the instruments referred to in clauses (i) and (ii) above; and (iv) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clauses (i) through (iii) above, and any extensions, renewals, refinancings or refundings thereof in whole or in part.

Financing Default. The term "Financing Default" shall mean an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the following as they may be amended from time to time: (i) (A) one or more debt facilities or commercial paper facilities of the Company, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters or credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (the "Senior Secured Credit Facilities") or (B) those certain 11-3/4% Senior Subordinated Notes due 2011 in an aggregate principal amount of $200,000,000, issued by Merger Sub on or about March 27, 2001, or any other similar notes or instruments that the Company or its subsidiaries may issue from time to time (the "Senior Subordinated Notes" and, together with the Senior Secured Credit Facilities, the "Senior Financing Agreements"); (ii) any other agreement (other than an agreement relating to the payment of trade payables in the ordinary course of business and consistent with industry custom) under which an amount of indebtedness of the Company or any of its subsidiaries in excess of $1,000,000 is outstanding as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; (iii) any provisions of the LLC Agreement (but not including amendments thereto after the Closing Date) designating the terms of the Company's units or capital stock or setting forth restrictive financial covenants; (iv) any amendment of, supplement to or other modification of any of the instruments referred to in clauses (i) through (iii) above; and (v) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clauses (i) through (iv) above, and any extensions, renewals, refinancings or refundings thereof in whole or in part.

Financing Default. The term “Financing Default” shall mean an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under (i) any of the financing documents of the Company or its Subsidiaries from time to time (collectively, the “Financing Agreements”) and any extensions, renewals, refinancings or refundings thereof in whole or in part, (ii) any amendment of, supplement to or other modification of any of the instruments referred to in clause (i) above, and (iii) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clause (i) above and any extensions, renewals, refinancings or refundings thereof in whole or in part.

Financing Default. The term "Financing Default" shall mean any event of default under (i) that certain Credit Agreement by and among Merger Sub, Holdings and Bank of America, as administrative Agent, (ii) that certain Senior Unsecured Term Loan Agreement by and among Merger Sub, Holdings and Bank of America, as administrative agent and (iii) those certain 8.00% Senior Subordinated Notes due 2013 in an aggregate principal amount of $150,000,000 issued on or about November 20, 2003, or any other similar notes or instruments that ▇▇▇▇▇▇▇ Foods or its Subsidiaries may issue from time to time.

Financing Default. The term “Financing Default” shall mean any event of default under (i) that certain Credit Agreement by and among the Company, ▇▇▇▇▇▇▇ Foods Holdings, Inc. and Bank of America, as administrative Agent, as amended, (ii) that certain Senior Unsecured Term Loan Agreement by and among the Company, ▇▇▇▇▇▇▇ Foods Holdings, Inc. and Bank of America, as administrative agent as amended, (iii) those certain 8.00% Senior Subordinated Notes due 2013 in an aggregate principal amount of $150,000,000 issued on or about November 20, 2003, and (iv) those certain 9 3/4% Discount Senior Notes due 2013 issued on or about September 17, 2004, or any other similar notes or instruments that Investors or its Subsidiaries may issue from time to time.

Financing Default. The term “Financing Default” shall mean an event which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the following as they may be amended from time to time: (i) the Credit Agreement dated as of June 26, 2006 among National Mentor Holdings, Inc. (“NMH”), NMH Holdings, LLC, the lenders party thereto and JPMorgan Chase Bank, N.A. as sole administrative agent for such lenders, and the Indenture, dated as of the date hereof, among NMH, the Guarantors (as defined in the Indenture), and U.S. Bank National Association, as trustee, and the Senior Subordinated Notes issued by NMH pursuant to the Indenture (collectively, the “Financing Agreements”), and any extensions, renewals, refinancings or refundings thereof in whole or in part; (ii) any other agreement under which an amount of indebtedness of the Company or any of its subsidiaries in excess of $5,000,000 is outstanding as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; (iii) restrictive financial covenants contained in the LLC Agreement of the Company or NMH’s organizational documents; (iv) any amendment of, supplement to or other modification of any of the instruments referred to in clauses (i) through (iii) above; and (v) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clauses (i) through (iv) above, and any extensions, renewals, refinancings or refundings thereof in whole or in part.

Financing Default. If the Borrower enters into a reverse merger, public offering or other private placement during the Exclusivity Period.

Financing Default. The term "Financing Default" shall mean an event ---- ----------------- which would constitute (or with notice or lapse of time or both would constitute) an event of default under any of the following as they may be amended from time to time: (i) [the Senior Secured Credit Facilities and Senior Subordinated Notes](collectively the "Senior Financing Agreements"), and any extensions, renewals, refinancings or refundings thereof in whole or in part; (ii) any other agreement under which an amount of indebtedness of the Company or any of its subsidiaries in excess of $1,000,000 is outstanding as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; (iii) any provisions of the LLC Agreement (but not including amendments thereto after the Closing Date) designating the terms of the Company's units or capital stock or setting forth restrictive financial covenants; (iv) any amendment of, supplement to or other modification of any of the instruments referred to in clauses (i) through (iii) above; and (v) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clauses (i) through (iv) above, and any extensions, renewals, refinancings or refundings thereof in whole or in part.

Financing Default. (a) If the Second Closing does not occur on or before the last day of the period ending one hundred twenty (120) days following the Closing Date as a result of any default by PIC, at Allied’s request, CEI will transfer and assign to Allied without recourse to CEI, except as expressly provided in this Section 10.9, that portion of CEI’s rights that pertains to the payment of Deferred Cash Consideration, under the Share Purchase Agreement, at law, in equity or otherwise, against PIC pursuant to an instrument of transfer and assignment reasonably acceptable to CEI and Allied. (b) If any transfer and assignment as described in Section 10.9(a) occurs, and Allied seeks to enforce specifically PIC’s obligations to purchase the Second Shares, CEI will stand ready to perform its obligations to deliver the Second Shares at the Second Closing against receipt of the consideration required to be paid by PIC pursuant to the terms of the Share Purchase Agreement. (c) If any transfer and assignment as described in Section 10.9(a) occurs, and prior to the closing of the sale of the Second Shares, the Share Purchase Agreement is terminated by Allied or by CEI at Allied’s request, then CEI will issue and sell to Allied (or its designee) at no additional cost to the Allied Parties and in full and complete satisfaction of the CEI Parties’ obligations to pay the Deferred Cash Consideration, a number of shares of Common Stock equal to 62.963% of the number of the Second Shares. (d) In the event and for so long as any Allied Party or any Affiliate thereof is actively pursuing any Action in connection with any post-Closing default by PIC with respect to the issuance and sale of the Second Shares, the CEI Parties will reasonably cooperate with such Action and will make reasonably available their personnel, records and information applicable to such matter as may be necessary in connection with prudent handling of such Action; provided, however, that the Allied Parties will reimburse the CEI Parties for the fair and reasonable out-of-pocket costs of such cooperation; provided further, however, that the CEI Parties shall have notified the Allied Parties in writing prior to incurring any material amount of costs pursuant to this Section 10.9(d). (e) This Section 10.9 sets out the Allied Parties’ sole and exclusive remedies should the CEI Parties default under Section 2.2(b) as a result of any default by PIC to take up, purchase and pay for the Second Shares as prescribed by the Share ...