Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute an “Event of Default: (a) Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower). (b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made. (c) Any Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(g) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existence) or Article VI. (d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent. (e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or
Appears in 2 contracts
Sources: Credit Agreement (Rural Metro Corp /De/), Credit Agreement (Rural Metro Corp /De/)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (e), (f) or (h)j) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or
Appears in 2 contracts
Sources: Credit Agreement (Polymer Group Inc), Credit Agreement (Polymer Group Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default:”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other previously invoiced amount (other than an amount described referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower)Document.
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower CCSC or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party CCSC shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (e), (f) or (h)i) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of BorrowerCCSC’s corporate existence) or Article VI.
(d) Any CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower CCSC by the Administrative AgentAgent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50,000,000 shall be rendered against CCSC or any of its Subsidiaries (or any combination thereof) and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person’s Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Subsidiaries (other than Immaterial Subsidiaries) shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any such Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX or the obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or CCSC or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document (subject to the terms of the Intercreditor Agreement), except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by CCSC in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
Appears in 2 contracts
Sources: Credit Agreement (Crown Cork & Seal Co Inc), Credit Agreement (Crown Cork & Seal Co Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an "Event of Termination", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) Either Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) five Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party Either Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (g), (i) or (h), k) of Section 5.08 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (with respect to the maintenance and preservation a) of Borrower’s corporate existence) Section 5.02 or Article VI, to the extent applicable to such Person.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $7.5 million individually or in the aggregate shall be rendered against any member of the Restricted Group (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of either Borrower.
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or termination, withdrawal or noncompliance with applicable law or plan terms with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of their Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by the such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Partier and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Loan Party under the applicable Guarantee Agreement shall cease to be in full force and effect or any such Loan Party shall repudiate its obligations thereunder or the subordination provisions of the Homebase Pledge and Guarantee Agreement shall cease to be enforceable against the Second Priority Secured Parties (as defined in the Homebase Pledge and Guarantee Agreement) or Homebase shall repudiate the subordination provisions thereof.
(k) Any Lien on Collateral having a fair market value in excess of $1.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document.
(l) The subordination provisions relating to the Professional Services Fee Subordination Agreement (the "Subordination Provisions") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Homebase shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
(m) Any Acknowledgment of Limitation on Remedies shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) or any party thereto shall, directly or indirectly, disavow or contest the provisions thereof.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Texas Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or or
(iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower).Days;
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative any Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.;
(c) Any Loan Party Borrower shall default in the due performance and observance of any of its obligations under clause (a) of Section 5.01(g) or (h), Section 5.08 5.02 (with respect to the maintenance and preservation of Borrower’s corporate existence) or Article VI.;
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, Document and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party when Borrower obtains actual knowledge or notice of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.default;
(e) A default shall occur occur
(i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness, or
(ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25,000,000 individually or in the aggregate (net of any amount (x) covered by insurance by a reputable independent third-party insurer which has not denied liability or (y) covered by a third-party indemnity from a solvent third party financially capable of making such payments which has not denied liability) shall be rendered against Borrower or any of its Subsidiaries and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) such judgment shall not have been stayed, vacated or discharged within 60 days of entry;
(g) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(h) Any Change in Control shall occur;
(i) Any Loan Party or any of their Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due,
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors,
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents,
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Col- lateral Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents, or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing;
(j) The obligations of any Loan Party under its Guarantee Agreement shall cease to be in full force and effect or any Loan Party shall repudiate in writing its obligations thereunder;
(k) Any Lien purported to be created under any Pledge Agreements shall fail or cease to be, or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Pledge Agreement; and
(l) The subordination provisions relating to any Permitted Subordinated Indebtedness or Permitted Refinancing thereof (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Administrative Agent or the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Borrower or any Subsidiary Loan Party shall disavow or contest in writing any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or ---------------------------- occurrences described in this Section 7.01 shall constitute (i) an “"Event of -------- Default," if any Loans, LC Disbursements or Letters of Credit are outstanding, ------- and (ii) an "Event of Termination," if no Loans, LC Disbursements or Letters of --------------------- Credit are outstanding:
(a) Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any previously invoiced amount (other than an amount described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Issuing BankCollateral Agent, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (i), (j) or (h)n) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of any Parent Guarantor's or any Borrower’s 's corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25.0 million individually or in the aggregate shall be rendered against any Loan Party or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of Crown Holdings.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event or noncompliance with respect to Non-U.S. Plans shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events and noncompliance with respect to Non-U.S. Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiary) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby -------- expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary, and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the Intercreditor Agreements, except as a result of (i) the Collateral Agents' failure to take any action reasonably requested by any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agents to release any Lien on any Collateral in accordance with the terms of this Agreement and the Intercreditor Agreements.
(l) The occurrence of any Triggering Event under the Sharing Agreement.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute an “Event of Default:
(a) Borrower shall default (i) in the payment when due of any principal or premium of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three five (35) Business Days after notice thereof by the Administrative Agent to Borrower).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(g5.01 (g) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existence) ), Section 5.19 or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur and be continuing (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or to enable or permit (with or without the giving of notice) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (e)(ii) shall not apply to secured Indebtedness that becomes due solely as a result of the voluntary sale or transfer of the Property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents providing such Indebtedness.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5,000,000 (to the extent not covered by valid third party insurance as to which the insurer has been notified of such judgment or order and has not denied coverage) individually or in the aggregate shall be rendered against any Loan Party or any of their Subsidiaries (or any combination thereof) and such judgment has not been stayed, vacated or discharged within 60 days of entry.
(g) Any of the following events shall occur:
(i) the taking of any specific actions by any ERISA Entity or any other Person to terminate a Pension Plan if, as a result of such termination, any ERISA Entity could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or (ii) an ERISA Event shall have occurred, when taken together with all other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any Subsidiary of a Loan Party shall:
(i) become insolvent or generally fail to or become unable to or admit in writing its inability to pay debts as they become due, or declare any general moratorium on its indebtedness, or propose a compromise or arrangement between it and any class of its creditors;
(ii) apply for, consent to, or acquiesce in the appointment of or taking possession by, a trustee, receiver, sequestrator, administrator or other custodian for such Loan Party or such Subsidiary or substantially all of the property of any thereof, commit an act of bankruptcy under any foreign law, or make a proposal (or file a notice of its intention to do so) under such foreign law or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist, or become the subject of, the appointment of a trustee, receiver, sequestrator, administrator or other custodian for such Loan Party or such Subsidiary or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator, administrator or other custodian shall not be discharged or stayed within 60 days; provided that the Loan Parties hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) commence or permit or suffer to exist the commencement of, or become the subject of, any bankruptcy, insolvency, reorganization, debt arrangement, compromise, adjustment, relief or composition of it or its debts or other case or proceeding under any bankruptcy or insolvency law (including, without limitation, U.S. Bankruptcy Law or under applicable corporations legislation, at common law or in equity, or any dissolution, winding up or liquidation proceeding (except to the extent permitted pursuant to Section 6.03(a)), in respect of any Loan Party or such Subsidiary and, if any such case or proceeding is not commenced by such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing any of the foregoing.
(j) Any security interest and Lien purported to be created by any Security Document with respect to Collateral having an aggregate fair market value in excess of $100,000 shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Document (including a perfected first priority (except as otherwise expressly provided in such Security Document) security interest in and Lien on all of the Collateral thereunder) in favor of the Collateral Agent, or any security interest and Lien purported to be created by any Security Document shall be asserted by Borrower or any other Loan Party not to be a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in or Lien on the Collateral covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates actually received by it representing securities pledged under the Security Documents or to file Uniform Commercial Code continuation statements in the applicable jurisdictions as required under the UCC to continue the perfection of such security interest or the equivalent in the applicable jurisdiction.
(k) Any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, or a proceeding shall be commenced by any Loan Party or any other person, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Party shall repudiate or deny any portion of its liability or obligation for the Obligations.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute an “Event of Default”:
(a) Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any reimbursement obligation for a disbursement made under any Letter of Credit, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (iwhich shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any Fee event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender or the Global Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(d) the Borrower shall default in the performance of any of its obligations under Article VII, any other Article of this Agreement other than under Article V, or the Borrower shall default in the performance of any of its obligations under Article V or any Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment of amounts due which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three thirty (330) Business Daysdays after the earlier to occur of (i) notice thereof to the Borrower by the Global Administrative Agent or any Lender (through the Global Administrative Agent), or (ii) the Borrower otherwise becoming aware of such default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the payment Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of three 60 days; or (3iv) Business Days after notice thereof by an order for relief against the Administrative Agent to Borrower).Borrower shall be entered in an involuntary case under the Federal Bankruptcy Code; or
(bh) Any representation a judgment or warranty judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party made and the same shall not be discharged (or deemed to provision shall not be made hereunder for such discharge), or in any other Loan Document or any other writing or certificate furnished by or on behalf a stay of Borrower or any other Loan Party to execution thereof shall not be procured, within 60 days from the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes date of or in connection with this Agreement or any entry thereof and such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in not, within said period of 60 days, or such longer period during which execution of the due performance same shall have been stayed, appeal therefrom and observance of cause the execution thereof to be stayed during such appeal; or
(i) any Loan Party takes, suffers or permits to exist any of its obligations under Section 5.01(gthe events or conditions referred to in paragraphs (e), (f) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existenceg) or Article VI.
(d) Any if any Loan Party shall default so state in writing; or
(j) a Change of Control shall occur; or
(k) the due performance Liens created by the Security Documents shall at any time not constitute a valid and observance of any agreement perfected Lien on the Collateral intended to be covered thereby (other than those specified in paragraphs (a) through (c) above) contained to the extent perfection by filing, registration, recordation or possession is required herein or therein) in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier favor of the date on which (i) an Authorized Officer Global Administrative Agent or, except for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.Party; or
(el) A default any “Default” or “Event of Default” as defined in either the Canadian Revolving Loan Documents or the Canadian Term Loan Documents shall occur (i) in occur; provided that if such “Default” or “Event of Default” is cured or waived under the payment when due (subject to any applicable grace period)Canadian Revolving Loan Documents or the Canadian Term Loan Documents, whether by acceleration as applicable, then such “Default” or otherwise‘Event of Default” shall no longer constitute a Default or an Event of Default, of any Material Indebtedness orrespectively, under this Agreement.
Appears in 1 contract
Sources: u.s. Revolving Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding , and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) Borrower The Borrowers shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) five Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (g), (i) or (h), k) of Section 5.08 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (with respect to the maintenance and preservation a) of Borrower’s corporate existence) Section 5.02 or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier date written notice of such default is delivered by the date on which (i) an Authorized Officer of Administrative Agent to the Borrower Representative or by any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative AgentAgent pursuant to Section 5.01(f).
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $7.5 million individually or in the aggregate shall be rendered against Holdings or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of any Borrower
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or termination, withdrawal or noncompliance with Applicable Law or plan terms with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of their Subsidiaries shall
(i) cease to be Solvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by the such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of Holdings or any Subsidiary Loan Party under the Guaranty Agreement, as applicable, shall cease to be in full force and effect or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Lien on Collateral having a fair market value in excess of $1.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit or other Secured Obligations are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit or other Secured Obligations are outstanding:
(a) Borrower shall default default
(i) in the payment when due of any principal of any Loan Loan, (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, ,
(ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) five Business Days), or or
(iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) five Business Days after notice thereof by the Administrative Agent to Borrower).Days;
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or contained in any other writing or certificate written document required to be delivered pursuant to any Loan Document furnished by or on behalf of Borrower or any other Loan Party to the Administrative any Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.;
(c) Any Loan Party Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(g) or (h5.01(e), Section 5.08 5.12, clause (a) of Section 5.02 (with respect to the maintenance and preservation of Borrower’s corporate existence) or Article VI.;
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, Document and such default shall continue unremedied for a period of not have been remedied or cured within 30 days after the earlier receipt by Borrower of written notice from the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge Administrative Agent of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.default;
(e) A default shall occur occur
(i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness, or
(ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(f) Any final judgment or final order (or combination of final judgments and final orders) for the payment of money in an amount at any time equal to or in excess of $100,000,000 individually or in the aggregate (net of any amount (x) covered by insurance by a reputable independent third-party insurer which has not denied liability or (y) covered by a third-party indemnity from a solvent third party financially capable of making such payments which has not denied liability) shall be rendered against Borrower or any of its Subsidiaries and
(i) enforcement proceedings shall have been commenced against Borrower or any of its Subsidiaries or any of their respective assets by any creditor upon such judgment or order and not stayed, or
(ii) such judgment shall not have been satisfied, stayed, vacated, bonded, pending appeal or discharged within 60 days of entry;
(g) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;
(h) Any Change in Control shall occur;
(i) Any Loan Party or any of their Subsidiaries (other than an Immaterial Subsidiary) shall
(i) become insolvent or generally fail to pay debts as they become due,
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors,
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents,
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that any Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent, the Collateral Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents, or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing;
(j) At any time after its execution and delivery by any Loan Party, the obligations of such Loan Party under its Guarantee Agreement shall cease to be in full force and effect for reason other than in accordance with its terms or any Loan Party shall repudiate in writing its obligations thereunder other than as a result of the discharge of any such Loan Party thereunder in accordance with the terms thereof;
(k) Any Lien purported to be created under any Pledge Agreements shall fail or cease to be (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof or any other termination of such Pledge Agreements in accordance with the terms thereof), or shall be asserted in writing by any Loan Party not to be, a valid and perfected Lien on any substantial portion of any Collateral, with the priority required by the applicable Pledge Agreement; and
(l) The subordination provisions relating to any Permitted Subordinated Indebtedness or Permitted Refinancing thereof (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Administrative Agent or the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or Borrower or any Subsidiary Loan Party shall disavow or contest in writing any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an "Event of Termination", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower, Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower the Parent Guarantor or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party The Borrower shall default in the due performance and observance of any of its obligations under clause (f) of Section 5.01(g5.01, clause (a) or (h), of Section 5.08 5.02 (with respect to the maintenance and preservation of the Parent Guarantor's or the Borrower’s 's corporate existence) or Article VI.
(d) Any The Borrower, Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue con- tinue unremedied for a period of 30 days after notice thereof from the earlier of Administrative Agent (given at the date on which (i) an Authorized Officer request of any Loan Party obtains actual knowledge of such default or (iiLender) written notice thereof shall have been given to Borrower by the Administrative AgentBorrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against the Borrower, Parent Guarantor or any of their Subsidiaries (excluding Inactive Subsidiaries) (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred which, when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Seminis Inc)
Listing of Events of Default. Each of the following ----------------------------- events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default:", if any Loans or Obligations in respect of Loans are outstanding, and (ii) an "Event of Termination", if no Loans or Obligations in respect of Loans are outstanding.
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee Borrower shall default (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement interest on any Loan, or any other Loan Document Borrower shall default after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of three (3five days) Business Days after notice thereof by in the Administrative Agent to Borrower)payment when due of any fee described in Section 2.08 or of any other Obligation.
(b) Any representation or warranty of CCSC or any Loan Party Borrower made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower CCSC or any other Loan Party Borrower to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect when made in any material respect when made or deemed maderespect.
(c) Any Loan Party CCSC shall default in the due performance and observance of any of its obligations under clause (a) of Section 5.01(g) or (h), Section 5.08 5.02 (with respect to the maintenance and preservation of Borrower’s CCSC's corporate existence) or Article VI and, with respect to any default by CCSC in the performance of its obligations under Article VI, any such default (if capable of being remedied within such period) shall not be remedied within five Business Days after any officer of CCSC obtains actual knowledge thereof.
(d) Any Loan Party CCSC or any Borrower shall default in the due performance and observance of any other agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to CCSC or such Borrower by the Administrative AgentAgent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness (other than Indebtedness described in paragraph (a) above) of the Borrower or any of its Subsidiaries having a principal amount, individually or in the aggregate, equal to or in excess of $100,000,000 or (ii) in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Indebtedness; provided, that this clause -------- (ii) shall not apply to any default under any such Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that (A) such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event -------- and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or (B) such Indebtedness is in an aggregate principal amount not equal to or in excess of $100,000,000.
(f) Any judgment or order for the payment of money equal to or in excess of $100,000,000 shall be rendered against CCSC or any of its Subsidiaries and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and (A) such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC, or (B) CCSC does not have sufficient cash reserves to pay in full such judgment.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires -------- another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person's Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Significant Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of its Significant Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of its Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any of its Significant Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX shall cease to be in full force and effect or CCSC shall repudiate its obligations thereunder, if at the time of or at any time following such cessation or repudiation, any Subsidiary Borrower Obligation is outstanding.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Crown Cork & Seal Co Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute an “"Event of Default":
(a) Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (iwhich shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or 50 relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender, the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(including, without limitation, on d) any Installment Payment DateLoan Party shall default in the performance of any of its obligations under Section 5.7 or Article VII or any other Article of this Agreement other than under Article V (other than Section 5.7); or any Loan Party shall default in the performance of any of its obligations under Article V (other than Section 5.7) or any reimbursement obligation in respect of any LC Disbursement, (ii) Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment when of amounts due of any interest on any Loan or any Fee (which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three thirty (330) Business Daysdays after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the payment Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of three 60 days; or (3iv) Business Days after notice thereof by an order for relief against the Administrative Agent to BorrowerBorrower shall be entered in an involuntary case under the Bankruptcy and Insolvency Act (Canada).; or
(bh) Any representation a judgment or warranty judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party made and the same shall not be discharged (or deemed to provision shall not be made hereunder for such discharge), or in any other Loan Document or any other writing or certificate furnished by or on behalf a stay of Borrower or any other Loan Party to execution thereof shall not be procured, within 60 days from the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes date of or in connection with this Agreement or any entry thereof and such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in not, within said period of 60 days, or such longer period during which execution of the due performance same shall have been stayed, appeal therefrom and observance of cause the execution thereof to be stayed during such appeal; or
(i) any Loan Party takes, suffers or permits to exist any of its obligations under Section 5.01(gthe events or conditions referred to in paragraphs (e), (f) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existenceg) or Article VI.
(d) Any if any Loan Party shall default so state in writing; or
(j) a Change of Control shall occur; or
(k) the due performance Liens created by the Security Documents shall at any time not constitute a valid and observance of any agreement perfected Lien on the collateral intended to be covered thereby (other than those specified in paragraphs (a) through (c) above) contained to the extent perfection by filing, registration, recordation or possession is required herein or therein) in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier favor of the date on which (i) an Authorized Officer Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness Party; or
Appears in 1 contract
Sources: Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute an “"Event of Default":
(a) Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any reimbursement obligation for a disbursement made under any Letter of Credit, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (iwhich shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any Fee event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender or the Global Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(d) the Borrower shall default in the performance of any of its obligations under Article VII, any other Article of this Agreement other than under Article V, or the Borrower shall default in the performance of any of its obligations under Article V or any Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment of amounts due which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three thirty (330) Business Daysdays after the earlier to occur of (i) notice thereof to the Borrower by the Global Administrative Agent or any Lender (through the Global Administrative Agent), or (ii) the Borrower otherwise becoming aware of such default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the payment Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of three 60 days; or (3iv) Business Days after notice thereof by an order for relief against the Administrative Agent to Borrower).Borrower shall be entered in an involuntary case under the Federal Bankruptcy Code; or
(bh) Any representation a judgment or warranty judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party made and the same shall not be discharged (or deemed to provision shall not be made hereunder for such discharge), or in any other Loan Document or any other writing or certificate furnished by or on behalf a stay of Borrower or any other Loan Party to execution thereof shall not be procured, within 60 days from the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes date of or in connection with this Agreement or any entry thereof and such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in not, within said period of 60 days, or such longer period during which execution of the due performance same shall have been stayed, appeal therefrom and observance of cause the execution thereof to be stayed during such appeal; or
(i) any Loan Party takes, suffers or permits to exist any of its obligations under Section 5.01(gthe events or conditions referred to in paragraphs (e), (f) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existenceg) or Article VI.
(d) Any if any Loan Party shall default so state in writing; or
(j) a Change of Control shall occur; or
(k) the due performance Liens created by the Combined Security Documents shall at any time not constitute a valid and observance of any agreement perfected Lien on the collateral intended to be covered thereby (other than those specified in paragraphs (a) through (c) above) contained to the extent perfection by filing, registration, recordation or possession is required herein or therein) in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier favor of the date on which (i) an Authorized Officer Global Administrative Agent or, except for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness Party; or
Appears in 1 contract
Sources: Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Advances, LC Disbursements, Bankers’ Acceptances, Notional Bankers’ Acceptances or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Advances, LC Disbursements, Bankers’ Acceptances, Notional Bankers’ Acceptances or Letters of Credit are outstanding:
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan Advance (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee Advance (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.14 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Agreement Party shall default in the due performance and observance of any of its obligations under clause (g) of Section 5.01(g5.01, clause (a) or (h), of Section 5.08 5.02 (with respect to the maintenance and preservation of the Canadian Parent’s or any Borrower’s corporate existence) ), Section 5.16 or 5.20 or Article VI.
(d) Any Loan Agreement Party or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice to the earlier of the date on which (i) an Authorized Officer of any defaulting Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative AgentAgent or the Requisite Lenders.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5,000,000 individually or in the aggregate (to the extent not fully covered by insurance (less any deductible) issued by an insurer other than the Canadian Parent or any Affiliate thereof which is a reputable and solvent insurer and as to which the insurer has acknowledged responsibility to pay such judgment or order) shall be rendered against the Canadian Parent or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
(g) Any ERISA Event shall have occurred; the Canadian Parent or any Subsidiary of the Canadian Parent or an ERISA Affiliate has incurred or is likely to incur any liability to or on account of a group health plan (as defined in Section 607(1) of ERISA, Section 4980B(g)(2) of the Code or 45 Code of Federal Regulations Section 160.103) under Section 4980B of the Code and/or the Health Insurance Portability and Accountability Act of 1996, or the Canadian Parent or any Subsidiary of the Canadian Parent has incurred or is likely to incur liabilities pursuant to one or more Welfare Plans that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or Pension Plans or Foreign Plans; a “default,” within the meaning of Section 4219(c)(5) of ERISA, shall occur with respect to any Pension Plan or Multiemployer Plan; any applicable law, rule or regulation is adopted, changed or interpreted, or the interpretation or administration thereof is changed, in each case after the date hereof, by any governmental authority or agency or by any court (a “Change in Law”), or, as a result of a Change in Law, an event occurs following a Change in Law, with respect to or otherwise affecting any Pension Plan, Welfare Plan, Foreign Plan or Multiemployer Plan; or an event of noncompliance with respect to any Pension Plan, Welfare Plan, Foreign Plan or Multiemployer Plan has occurred; (ii) there shall result from any such event or events described in (i) immediately above the imposition of a Lien, the granting of a security interest, or a liability or a material risk of incurring a liability; and (iii) such Lien, security interest or liability, individually, and/or in the aggregate, in the opinion of the Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Canadian Parent or any of its Subsidiaries shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for the Canadian Parent or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Canadian Parent or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Canadian Parent and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Canadian Parent or any such Subsidiary and, if any such case or proceeding is not commenced by the Canadian Parent or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Canadian Parent or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Canadian Parent and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Loan Agreement Party under its Guarantee in Article IX or of any other Loan Party under its Guarantee Agreement shall cease to be in full force and effect or any Loan Agreement Party or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral in favor of the Collateral Agent, with the priority required by the applicable Security Document; provided that the failure to have a valid and perfected Lien with the priority required by the applicable Security Document on Collateral in favor of the Collateral Agent shall not give rise to a Default under this Section 7.01(k), unless the aggregate fair market value of all Collateral over which the Collateral Agent fails to have a valid and perfected Lien with the priority required by the applicable Security Document equals or exceeds $1,000,000.
(l) The subordination provisions relating to the Subordinated Notes or any Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or any Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Sources: Credit Agreement (Intertape Woven Products Services S.A. De C.V.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event "EVENT OF DEFAULT", if any Loans, LC Disbursements or Letters of DefaultCredit are outstanding, and (ii) an "EVENT OF TERMINATION", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party The Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (e), (f) or (h)j) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of the Borrower’s 's corporate existence) or Article VI.
(d) Any The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $10.0 million individually or in the aggregate shall be rendered against the Borrower or any of their Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to Foreign Plans, shall have occurred that when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or substantially all of its property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for any Loan Party or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, PROVIDED that each Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party and, if any such case or proceeding is not commenced by any Loan Party, such case or proceeding shall be consented to or acquiesced in by such Loan Party or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; PROVIDED that each Loan Party hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) for the purpose of effecting any of the foregoing.
(j) The obligations of any Loan Party under the Guarantee Agreement shall cease to be in full force and effect (except in accordance with its terms) or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Security Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document.
(l) The subordination provisions relating to the Convertible Notes or any other Subordinated Debt (the "SUBORDINATION PROVISIONS") shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Sources: Credit Agreement (Polymer Group Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute an “"Event of Default":
(a) Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan (iincluding BA Loans and Bankers' Acceptances), or any reimbursement obligation for a disbursement made under any Letter of Credit or Bankers' Acceptance, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any Fee event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender, the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(d) any Loan Party shall default in the performance of any of its obligations under Article VII or any other Article of this Agreement other than under Article V; or any Loan Party shall default in the performance of any of its obligations under Article V or any Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment of amounts due which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three thirty (330) Business Daysdays after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) either Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) either Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take 66 advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of either Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Borrower of all or any substantial part of its assets, or (iii) similar relief in the payment respect of either Borrower under any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement law relating to bankruptcy, insolvency, reorganization, winding-up, or any other Loan Document (composition or adjustment of debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of three 60 days; or (3iv) Business Days after notice thereof by an order for relief against either Borrower shall be entered in an involuntary case under the Administrative Agent to BorrowerBankruptcy and Insolvency Act (Canada).; or
(bh) Any representation a judgment or warranty judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party made and the same shall not be discharged (or deemed to provision shall not be made hereunder for such discharge), or in any other Loan Document or any other writing or certificate furnished by or on behalf a stay of Borrower or any other Loan Party to execution thereof shall not be procured, within 60 days from the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes date of or in connection with this Agreement or any entry thereof and such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in not, within said period of 60 days, or such longer period during which execution of the due performance same shall have been stayed, appeal therefrom and observance of cause the execution thereof to be stayed during such appeal; or
(i) any Loan Party takes, suffers or permits to exist any of its obligations under Section 5.01(gthe events or conditions referred to in paragraphs (e), (f) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existenceg) or Article VI.
(d) Any if any Loan Party shall default so state in writing; or
(j) a Change of Control shall occur; or
(k) the due performance Liens created by the Security Documents shall at any time not constitute a valid and observance of any agreement perfected Lien on the collateral intended to be covered thereby (other than those specified in paragraphs (a) through (c) above) contained to the extent perfection by filing, registration, recordation or possession is required herein or therein) in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier favor of the date on which (i) an Authorized Officer Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in accordance with its terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness Party; or
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Datescheduled principal payment date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount required to be paid under the Loan Documents (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrowerfive days).
(b) Any representation or warranty of the Borrower, the Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower the Borrower, the Parent Guarantor or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party The Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (f), (g), (k) or (h)l) of Section 5.01, Section 5.08 (with respect to the maintenance and preservation of the Parent Guarantor’s or the Borrower’s corporate existence) ), Section 5.13 or Article VIVI or the Fee Letter.
(d) Any The Borrower, the Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $15.0 million (other than amounts covered by (x) insurance for which the insurer thereof has been notified of such claim and has not challenged such coverage or (y) valid third party indemnifications for which the indemnifying party thereof has been notified of such claim and has not challenged such indemnification) individually or in the aggregate shall be rendered by a court or Governmental Authority against the Borrower, the Parent Guarantor or any of their Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed; or
(ii) there shall be any period (after any applicable statutory grace period) of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably be expected to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Borrower, the Parent Guarantor or any of their Significant Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Parent Guarantor or any of such Significant Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower, the Parent Guarantor or any of such Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower, the Parent Guarantor and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower, the Parent Guarantor or any such Significant Subsidiary and, if any such case or proceeding is not commenced by the Borrower, the Parent Guarantor or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower, the Parent Guarantor such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Borrower, the Parent Guarantor and each such Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing any of the foregoing.
(j) The obligations of the Parent Guarantor under the Guarantee Agreement or of any Subsidiary Loan Party under the Guarantee Agreement shall cease to be in full force and effect or the Parent Guarantor or any such Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of Collateral, with the priority required by the applicable Security Document.
(l) The subordination provisions in any Permitted Kansas Bond Financing document, to the extent relating to the Obligations (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof or the Borrower, the Parent Guarantor or any Subsidiary Loan Party shall assert in writing the invalidity of the Subordination Provisions.
(m) The earlier of (a) 90 days after the discontinuance of the 787 Program such that less than 500 shipsets will be delivered to the Seller pursuant to such program (such discontinuance, a “787 Discontinuance”), which discontinuance is uncured during such 90 day period, and (b) the first date on which (x) the Borrower or its Subsidiaries repays any 787 Program advance payments in cash (but excluding repayments that continue to be made through delivery of 787 shipsets) or (y) the Seller exercises any right of setoff after such 787 Discontinuance but before the last shipset ordered by the Seller has been delivered, in each case, pursuant to a 787 Discontinuance, whether or not the 90 day period described in clause (a) above has elapsed; provided, however, for purposes of the Events of Default described in clauses (a) and (b)(x) of this clause (m), such events shall be Events of Default only if, either immediately upon the occurrence, or as of any quarterly period during the continuation, of such 787 Discontinuance, the Borrower is not in compliance with the Covenant Leverage Ratio financial covenant, as recalculated for purposes of Section 6.13.
(n) [Reserved].
(o) The payment of any rent by any Loan Party or Subsidiary of any Loan Party under the IRB Agreements for use of the IRB Assets shall be required, or title of ownership does not get transferred in accordance with the IRB Agreements to Borrower in respect of Non-Qualifying Assets free and clear of Liens as and to the extent required in the IRB Agreements.
(p) The Lien purported to be created under IRB Pledge Agreement shall fail or cease to be a valid and perfected Lien on the Transferred Asset Ownership Class of interests of the Boeing Trust.
(q) The IRB Assets or any material portion thereof are not transferred to the Borrower as, when and to the extent contemplated by the IRB Agreements.
(r) [Reserved] (s) (x) There occurs an “Event of Default” within the meaning of Section 13.1 of the GTA or Section 8.1 of the 787 GTA or (y) during any Fiscal Year the Borrower and/or any Subsidiary Loan Party is required to transfer Property to Seller in accordance with Section 14.0 (by reference to Section 13.2E) of the GTA and/or Section 10.1 (by reference to Section 8.2F) of the 787 GTA as in effect on the Original Effective Date with an aggregate fair market value in excess of $35.0 million.
Appears in 1 contract
Sources: Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default:", if any Loans or Obligations in respect of Loans are outstanding, and (ii) an "Event of Termination", if no Loans or Obligations in respect of Loans are outstanding.
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee Borrower shall default (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement interest on any Loan, or any other Loan Document Borrower shall default after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of three (3five days) Business Days after notice thereof by in the Administrative Agent to Borrower)payment when due of any Fee described in Section 2.11 or of any other Obligation.
(b) Any representation or warranty of CCSC or any Loan Party other Borrower made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower CCSC or any other Loan Party Borrower to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect when made in any material respect when made or deemed maderespect.
(c) Any Loan Party CCSC shall default in the due performance and observance of any of its obligations under clause (a) of Section 5.01(g) or (h), Section 5.08 5.02 (with respect to the maintenance and preservation of Borrower’s CCSC's corporate existence) or Article VI and, with respect to any default by CCSC in the performance of its obligations under Article VI, any such default (if capable of being remedied within such period) shall not be remedied within five Business Days after any officer of CCSC obtains actual knowledge thereof.
(d) Any Loan Party CCSC or any Borrower shall default in the due performance and observance of any other agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to CCSC or such Borrower by the Administrative AgentAgent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness (other than Indebtedness described in paragraph (a) above) of CCSC or any of its Subsidiaries having a principal amount, individually or in the aggregate, equal to or in excess of $100,000,000 or (ii) in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Indebtedness; provided, that this clause (ii) shall not apply to any default under any such Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that (A) such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or (B) such Indebtedness is in an aggregate principal amount not equal to or in excess of $100,000,000.
(f) Any judgment or order for the payment of money equal to or in excess of $100,000,000 shall be rendered against CCSC or any of its Subsidiaries and either
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed, or
(ii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and (A) such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of CCSC, or (B) CCSC does not have sufficient cash reserves to pay in full such judgment.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by CCSC, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, CCSC or any such member could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $75,000,000; provided, that, if CCSC or a Subsidiary of CCSC acquires another Person, then such amount shall be net of the amount of any reduction in the purchase price of such Person that is specifically allocable to the assumption by CCSC or such Subsidiary of liability under such Person's Pension Plan as a result of the acquisition, or
(ii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA which is not cured within 20 days from the date that such contribution was due.
(h) Any Change in Control shall occur.
(i) CCSC or any of its Significant Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of its Significant Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for CCSC or any of its Significant Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that CCSC and each Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of CCSC or any of its Significant Subsidiaries, and, if any such case or proceeding is not commenced by CCSC or such Significant Subsidiary, such case or proceeding shall be consented to or acquiesced in by CCSC or such Significant Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that CCSC and each Significant Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of CCSC under Article IX shall cease to be in full force and effect or CCSC shall repudiate its obligations thereunder, if at the time of or at any time following such cessation or repudiation, any Subsidiary Borrower Obligation is outstanding.
Appears in 1 contract
Sources: Revolving Credit and Competitive Advance Facility Agreement (Crown Cork & Seal Co Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute an “Event of Default”:
(a) Borrower any Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan (iincluding BA Loans and Bankers’ Acceptances), or any reimbursement obligation for a disbursement made under any Letter of Credit or Bankers’ Acceptance, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any Fee event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any other Combined Loan Document by any Loan Party, or any certificate furnished to any Lender, the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to have been false or misleading as of the time made, deemed made or furnished in any material respect; or
(d) any Loan Party shall default in the performance of any of its obligations under Article VII, any other Article of this Agreement other than under Article V; or any Loan Party shall default in the performance of any of its obligations under Article V or any Loan Party shall default in the performance of its obligations under any other Loan Document (other than the payment of amounts due which shall be governed by Section 8.1(a)) and such default shall continue unremedied for a period of three thirty (330) Business Daysdays after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) either Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) either Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of either Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Borrower of all or any substantial part of its assets, or (iii) similar relief in the payment respect of either Borrower under any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement law relating to bankruptcy, insolvency, reorganization, winding-up, or any other Loan Document (composition or adjustment of debts, and such default proceeding or case shall continue unremedied undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of three 60 days; or (3iv) Business Days after notice thereof by an order for relief against either Borrower shall be entered in an involuntary case under the Administrative Agent to BorrowerBankruptcy and Insolvency Act (Canada).; or
(bh) Any representation a judgment or warranty judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party made and the same shall not be discharged (or deemed to provision shall not be made hereunder for such discharge), or in any other Loan Document or any other writing or certificate furnished by or on behalf a stay of Borrower or any other Loan Party to execution thereof shall not be procured, within 60 days from the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes date of or in connection with this Agreement or any entry thereof and such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in not, within said period of 60 days, or such longer period during which execution of the due performance same shall have been stayed, appeal therefrom and observance of cause the execution thereof to be stayed during such appeal; or
(i) any Loan Party takes, suffers or permits to exist any of its obligations under Section 5.01(gthe events or conditions referred to in paragraphs (e), (f) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existenceg) or Article VI.
(d) Any if any Loan Party shall default so state in writing; or
(j) a Change of Control shall occur; or
(k) the due performance Liens created by the Security Documents shall at any time not constitute a valid and observance of any agreement perfected Lien on the Collateral intended to be covered thereby (other than those specified in paragraphs (a) through (c) above) contained to the extent perfection by filing, registration, recordation or possession is required herein or therein) in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier favor of the date on which (i) an Authorized Officer Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in accordance with their terms, any of the Security Documents shall for whatever reason be terminated or cease to be in full force and effect, or the enforceability thereof shall be contested by any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.Party; or
(el) A default any “Default” or “Event of Default” as defined in either the U.S. Loan Documents or the Canadian Term Loan Documents shall occur (i) in occur; provided that if such “Default” or “Event of Default” is cured or waived under the payment when due (subject to any applicable grace period)U.S. Loan Documents or the Canadian Term Loan Documents, whether by acceleration as applicable, then such “Default” or otherwise‘Event of Default” shall no longer constitute a Default or an Event of Default, of any Material Indebtedness orrespectively, under this Agreement.
Appears in 1 contract
Sources: Canadian Revolving Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 8.1 shall constitute an “Event of Default”:
(a) the Borrower shall default (i) in the payment fail to pay when due of any principal of any Loan (including, without limitation, on any Installment Payment DateLoan;
(b) the Borrower shall fail to pay when due accrued interest on any Loan, or any reimbursement obligation in respect made under any Letter of any LC Disbursement, (ii) in the payment when due of any interest on any Loan Credit or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement fees or any other Loan Document (amount payable hereunder, and such default failure shall continue unremedied for a period of three (3) Business Days after notice thereof by following the Administrative Agent due date thereof;
(c) the Borrower shall fail to Borrowerobserve or perform any covenant or agreement contained in Article VI or Article VII of this Agreement;
(d) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referenced in Sections 8.1(a).
, (b) Any representation or warranty and (c)) and such failure continues for a period of thirty (30) days after the earlier of (i) the date any Authorized Officer of any Loan Party acquires knowledge of such failure, or (ii) written notice of such failure has been given to any Loan Party by Global Administrative Agent or any Lender;
(e) any representation, warranty, certification or statement made or deemed to be have been made hereunder or by any Loan Party in any certificate, financial statement or other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party document delivered pursuant to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Combined Loan Document is or shall be prove to have been incorrect in any material respect when made or deemed made.;
(cf) Any any Loan Party shall default fail to make one or more payments when due on any Indebtedness of such Person (including, without limitation, any payment due under a Hedging Agreement, but excluding any payment due under any Combined Loan Document) in a principal amount equal to or greater than U.S.$5,000,000 individually or $10,000,000 in the due performance aggregate beyond any applicable grace period provided with respect thereto which shall continue uncured or unwaived, or any other event or condition shall occur and observance be continuing which event or condition (i) results in the acceleration of the maturity of any such Indebtedness, or (ii) entitles the holder of such Indebtedness to accelerate the maturity thereof;
(g) any Loan Party shall 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 Governmental Rule 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 obligations under Section 5.01(gproperty, 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 pay its debts as they become due or shall admit in writing its inability to pay its debts as they become due or shall admit to any of the circumstances, facts or events in clause (g) or (h)) of this Section 8.1, Section 5.08 or shall take any corporate, partnership or limited liability company action to authorize any of the foregoing;
(h) an involuntary case or other proceeding shall be commenced against any Loan Party seeking liquidation, reorganization, dissolution, winding up, or other similar relief (including re-composition or readjustment) with respect to it or its debts under any bankruptcy, insolvency or other similar Governmental Rule 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, undischarged, unbonded or unstayed for a period of sixty (60) consecutive days; or an order for relief shall be entered against any Loan Party under the Federal Bankruptcy Code as now or hereafter in effect;
(i) one (1) or more final judgments or orders (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage and a copy of such acknowledgement has been delivered to the Global Administrative Agent) for the payment of money aggregating in excess of U.S.$2,000,000 shall be rendered against any Loan Party and such judgment or order shall continue unsatisfied or unstayed for sixty (60) days;
(j) any event occurs with respect to any Plan or Plans pursuant to which any Loan Party and/or any ERISA Affiliate incur a liability due and owing at the time of such event, without existing funding therefor, for benefit payments under such Plan or Plans in excess of U.S.$5,000,000; or (ii) any Loan Party, any ERISA Affiliate, or any other “party-in-interest” or “disqualified person,” as such terms are defined in section 3(14) of ERISA and section 4975(e)(2) of the Code, shall engage in transactions which in the aggregate would reasonably result in a direct or indirect liability to any Loan Party or any ERISA Affiliate in excess of U.S.$5,000,000 under section 409 or 502 of ERISA or section 4975 of the Code;
(k) this Agreement or any other Combined Loan Document shall cease to be in full force and effect or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Loan Party, or any Loan Party shall deny that it has any further liability or obligation under any of the Combined Loan Documents to which it is a party, or any Lien created by the Combined Loan Documents shall for any reason (other than the release thereof in accordance with the Combined Loan Documents) cease to be a valid, first priority, perfected Lien (subject to, with respect to priority, Permitted Encumbrances other than Permitted Encumbrances of the type described in clause (g) of the definition thereof) upon any of the Collateral purported to be covered thereby;
(l) any circumstance or event shall occur that has had since December 31, 2003, or that would reasonably be expected to have a Material Adverse Effect with respect to the maintenance Borrower and preservation of Borrower’s corporate existence) or Article VI.its Subsidiaries, taken as a whole;
(dm) Any Loan Party a Change of Control shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agent.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness oroccur;
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute an “Event of Default”:
(a) The Borrower or any other Loan Party shall default (i) in the payment when due of any principal of any Loan (including, without limitation, including on any Installment Payment Date) or any reimbursement obligation in respect of any LC DisbursementL/C Obligation, (ii) in the payment when due of any interest on any Loan or any Fee fees payable hereunder (and such default shall continue unremedied for a period of three (3) five Business Days), or (iii) in the payment when due of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default in the payment of any such fee or other amount shall continue unremedied for a period of three (3) 20 Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank Collateral Agent or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any The Borrower or any other Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(gSections 5.01(e), 5.01(f) or (h5.01(j), Section 5.08 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) Any The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier to occur of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default by an executive officer or Financial Officer (or any other officer or similar official with responsibility for the administration of the obligations of the Borrower in respect of this Agreement) of the Borrower and (ii) written notice thereof shall have been given to Borrower by of such default from the Administrative AgentAgent or any Lender to the Borrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $25.0 million (to the extent not (i) paid, (ii) covered by insurance as to which such insurer has been notified of such judgment or order and has not denied coverage or (iii) covered by an indemnity by a third party as to which such Person has been notified of such judgment or order and has accepted liability for payment of such judgment or order) individually or in the aggregate shall be rendered against the Borrower or any of its Restricted Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed,
(ii) such judgment has not been bonded pending appeal, stayed, vacated or discharged within 60 days of entry, or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.
(g) An ERISA Event (or termination, withdrawal or event of noncompliance with applicable law or plan terms with respect to Foreign Plans) shall have occurred that, when taken together with all other ERISA Events and terminations, withdrawals and events of noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change of Control shall occur.
(i) The Borrower or any Restricted Subsidiary (other than an Immaterial Restricted Subsidiary) shall
(i) fail to pay debts generally as they become due;
(ii) apply for, consent to or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or such Restricted Subsidiary or substantially all of its property, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any Restricted Subsidiary or for a substantial part of its property, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any Restricted Subsidiary (other than any dissolution or liquidation permitted under Section 6.03) and, if any such case or proceeding is not commenced by the Borrower or any Restricted Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or any Restricted Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that the Borrower hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) indicating its consent to, approval of, or acquiescence in, any of the foregoing.
(j) The obligations of any Loan Party under the Guarantee Agreement or any Non-U.S. Guarantee Agreement shall cease to be in full force and effect (except in accordance with the terms thereof) or any such Loan Party shall repudiate its obligations thereunder.
(k) Any Loan Document shall cease to be in full force and effect (except in accordance with its terms) or any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material portion of the Collateral, with the priority required by the applicable Security Document (if and to the extent perfection may be achieved by the taking of actions required under the Security Documents), except to the extent such failure results from (i) the gross negligence or willful misconduct of the Collateral Agent following the request of the Borrower to take actions with respect to the validity and perfection of such Liens or (ii) the loss of possessory Collateral by the Collateral Agent or the Administrative Agent, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Solutia Inc)
Listing of Events of Default. Each of the following events or ---------------------------- occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default:", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an "Event of Termination", if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) Any Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) after notice (including, without limitation, notice delivered by way of submission of an invoice) (and such default shall continue unremedied for a period of five days) in the payment when due of any Fee described in Section 2.11 or of any other previously invoiced amount (other than an amount described referred to in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower)Document.
(b) Any representation or warranty of CCSC or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower CCSC or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party CCSC shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (e), (f) or (h)i) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of Borrower’s CCSC's corporate existence) or Article VI.
(d) Any CCSC or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower CCSC by the Administrative AgentAgent or any Lender.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness oror (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that this clause (ii) shall not apply -------- to any default under any such Material Indebtedness of a Subsidiary existing at the time it is acquired by CCSC or another Subsidiary (or by virtue of such acquisition) to the extent that such Indebtedness is repaid or prepaid in full promptly following such acquisition (provided that, in -------- any event and notwithstanding clause (i) above, such Indebtedness may remain outstanding for up to 180 days following such acquisition so long as the holders thereof shall not have exercised remedies, other than acceleration, with respect thereto) or any such Material Indebtedness of an Immaterial Subsidiary.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “"Event of Default", if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an "Event of Termination", if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower, Parent Guarantor or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower the Parent Guarantor or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party The Borrower shall default in the due performance and observance of any of its obligations under clause (f) of Section 5.01(g5.01, clause (a) or (h), of Section 5.08 5.02 (with respect to the maintenance and preservation of the Parent Guarantor's or the Borrower’s 's corporate existence) or Article VI.
(d) Any The Borrower, Parent Guarantor or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after notice thereof from the earlier of Administrative Agent (given at the date on which (i) an Authorized Officer request of any Loan Party obtains actual knowledge of such default or (iiLender) written notice thereof shall have been given to Borrower by the Administrative AgentBorrower.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against the Borrower, Parent Guarantor or any of their Subsidiaries (excluding Inactive Subsidiaries) (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could reasonably expect to incur a liability or obligation to such Pension Plan which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred which, when taken together with all other ERISA Events and noncompliance with respect to Foreign Plans that have occurred, could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Seminis Inc)
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default,” if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination,” if no Loans, LC Disbursements or Letters of Credit are outstanding:
(a) Any Borrower shall default or fail (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation Reimbursement Obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or other amount that by its terms is due and payable hereunder or under any Loan Document or of any previously invoiced amount (other than an amount described in the foregoing clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, the U.K. Administrative Agent, any Issuing BankCollateral Agent, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (i), (j) or (h)n) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of any Parent Guarantor’s or any Borrower’s corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or is to enable or permit (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $50.0 million individually or in the aggregate shall be rendered against any Loan Party or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of Crown Holdings.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event or noncompliance with respect to Non-U.S. Plans shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events and noncompliance with respect to Non-U.S. Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of its Subsidiaries (other than any Immaterial Subsidiary) shall:
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, administrator, sequestrator or other custodian for such Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, administrator, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, administration, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary, and, if any such case or proceeding is not commenced by any Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by any Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that each Loan Party and each such Subsidiary hereby expressly authorize the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any Guarantor under Article IX or the obligations of the U.S. Borrower or any other Subsidiary Loan Party under the Guarantee Agreements shall cease to be in full force and effect or any Guarantor or the U.S. Borrower or any such other Subsidiary Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral individually or in the aggregate having a fair market value in excess of $20.0 million, with the priority required by the Intercreditor Agreements, except as a result of (i) the Collateral Agents’ failure to take any action reasonably requested by any Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agents to release any Lien on any Collateral in accordance with the terms of this Agreement and the Intercreditor Agreements.
(l) The occurrence of any Triggering Event under the Sharing Agreement.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default:”, if any Table of Contents Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party The Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (g), (h) or (h)l) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) Any The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the ag- Table of Contents gregate shall be rendered against the Borrower or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry, or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events, and noncompliance with respect to Foreign Plans, that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Borrower or any of its Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors; Table of Contents
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any such Subsidiary and, if any such case or proceeding is not commenced by the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or the Borrower or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by the Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
(l) Since December 31, 2001, the occurrence of a Material Adverse Effect. Table of Contents
(m) The subordination provisions relating to the Constar Notes or any other Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Obligation under the Loan Documents shall fail to constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (as defined in the Constar Notes Indenture and any Permitted Subordinated Indebtedness), or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each of the following events or occurrences described in this Section 7.01 shall constitute (i) an “Event of Default:”, if any Loans, LC Disbursements or Letters of Credit are outstanding, and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding.
(a) The Borrower shall default (i) in the payment when due of any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to BorrowerDays).
(b) Any representation or warranty of the Borrower or any other Loan Party made or deemed to be made hereunder or in any other Loan Document or any other writing or certificate furnished by or on behalf of the Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other Loan Document is or shall be incorrect in any material respect when made or deemed made.
(c) Any Loan Party The Borrower shall default in the due performance and observance of any of its obligations under Section 5.01(gclause (g), (h) or (h)l) of Section 5.01, clause (a) of Section 5.08 5.02 (with respect to the maintenance and preservation of the Borrower’s corporate existence) or Article VI.
(d) Any The Borrower or any other Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default or (ii) written notice thereof shall have been given to Borrower by the Administrative Agentdefault.
(e) A default shall occur (i) in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness or (ii) in the performance or observance of any obligation or condition with respect to any Material Indebtedness if the effect of such default referred to in this clause (ii) is to accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
(f) Any judgment or order (or combination of judgments and orders) for the payment of money equal to or in excess of $5.0 million individually or in the aggregate shall be rendered against the Borrower or any of its Subsidiaries (or any combination thereof) and
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry, or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of the Borrower.
(g) Any of the following events shall occur with respect to any Pension Plan:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $2.0 million; or
(ii) an ERISA Event, or noncompliance with respect to Foreign Plans, shall have occurred that gives rise to a Lien or, when taken together with all other ERISA Events, and noncompliance with respect to Foreign Plans, that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) The Borrower or any of its Subsidiaries shall
(i) become insolvent or generally fail to pay debts as they become due or admit in writing inability to pay debts as they become due;
(ii) apply for, consent to, or acquiesce in, the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in the absence of such application, consent or acquiescence, permit or suffer to exist the appointment of a trustee, receiver, sequestrator or other custodian for the Borrower or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of the Borrower or any such Subsidiary and, if any such case or proceeding is not commenced by the Borrower or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the Borrower or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed, provided that the Borrower and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents; or
(v) take any corporate or partnership action (or comparable action, in the case of any other form of legal entity) authorizing, or in furtherance of, any of the foregoing.
(j) The obligations of any other Loan Party under the Guarantee Agreements shall cease to be in full force and effect or the Borrower or any such other Loan Party shall repudiate its obligations thereunder.
(k) Any Lien purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and perfected Lien on any Collateral, with the priority required by the applicable Security Document, except as a result of (i) the Collateral Agent’s failure to take any action reasonably requested by the Borrower in order to maintain a valid and perfected Lien on any Collateral or (ii) any action taken by the Collateral Agent to release any Lien on any Collateral.
(l) Since June 30, 2003, except as specifically set forth in the Information Memorandum, the occurrence of a Material Adverse Effect.
(m) The subordination provisions relating to the Constar Notes or any other Permitted Subordinated Indebtedness (the “Subordination Provisions”) shall fail in any material respect to be enforceable by the Lenders (which have not effectively waived the benefits thereof) in accordance with the terms thereof, or any Obligation under the Loan Documents shall fail to constitute “Senior Indebtedness” and “Designated Senior Indebtedness” (as defined in the Constar Notes Indenture and any Permitted Subordinated Indebtedness), or the Borrower or any Subsidiary Loan Party shall, directly or indirectly, disavow or contest in any manner any of the Subordination Provisions.
Appears in 1 contract
Listing of Events of Default. Each The occurrence of any of the following events or occurrences described in this Section 7.01 shall constitute conditions with respect to the Borrower shall, individually and collectively, be an “Event of Default” hereunder:
(a) Borrower shall default (i) in the payment when due of a. any principal of any Loan (including, without limitation, on any Installment Payment Date) or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan or any Fee (and such default shall continue unremedied for a period of three (3) Business Days), or (iii) in the payment of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of three (3) Business Days after notice thereof by the Administrative Agent to Borrower).
(b) Any representation or warranty of any Loan Party made or deemed to be made hereunder herein or in any report, certificate, financial statement or other Loan Document or any other writing or certificate instrument furnished by or on behalf of Borrower or any other Loan Party to the Administrative Agent, any Issuing Bank, the LC Facility Issuing Bank or any Lender for the purposes of or in connection with this Agreement or any such other the Loan Document is shall prove to be false or shall be incorrect misleading in any material respect when made respect;
b. failure to pay the principal of, or deemed made.interest on, the Note or any other indebtedness of the Borrower to the Bank, within ten (10) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; provided, however, that such ten (10) day period shall not apply in the event the Bank exercises its right under the Loan Documents to demand immediate repayment of the Note;
(c) Any Loan Party shall c. default in the due observance or performance of any other covenant, condition or agreement contained in this Agreement, any of the other Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and observance such other default shall remain unremedied for ten (10) days;
d. the acceleration of the maturity of any of the Borrower’s indebtedness other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets which remains unreleased for a period in excess of forty-five (45) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of thirty (30) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of thirty (30) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment of money shall be rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, which judgment shall have a material adverse effect upon the Borrower’s assets, liabilities, financial condition or business, or where the amount involved is Twenty Five Thousand Dollars ($25,000) or more
g. any transfer (which shall include, without limitation, by sale, exchange, gift, pledge, hypothecation, or by other means except transfers by operation of law) to any person who is not presently a partner of a partnership Borrower or the spouse or child of a partner of a partnership Borrower of any partnership interest in the Borrower, except any transfer of such interest upon the death of a partner either by will or intestacy;
h. any transfer (which shall include, without limitation, by sale, exchange, gift, pledge, hypothecation, or by other means except transfers by operation of law) to any person who is not presently a member of a limited liability company Borrower or the spouse or child of a member of a limited liability company Borrower of any membership interest in the Borrower, except any transfer of such interest upon the death of a member either by will or intestacy;
i. in the case of a trust Borrower, (i) any change in the beneficiaries of the trust; (ii) any dilution of the beneficial interest of one or more of the beneficiaries; or (iii) any change in the trustee or trustees;
j. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
k. dissolution or termination of the legal existence of the Borrower;
l. participation in any illegal activity or in any activity, whether or not related to the business of the Borrower, that may subject the assets of the Borrower to (i) a restraining order or any form of injunction issued by any federal or state court, or (ii) seizure, forfeiture or confiscation by any federal or state governmental instrumentality;
m. if the Bank believes in good faith, at any time, that either (a) the prospect of the Borrower’s (i) repayment of the Loan or payment of any of its other obligations under Section 5.01(g) or (h), Section 5.08 (with respect to the maintenance and preservation of Borrower’s corporate existence) or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the earlier of the date on which (i) an Authorized Officer of any Loan Party obtains actual knowledge of such default Documents or (ii) written notice thereof performance of its duties thereunder is impaired or (b) there is any Material Adverse Change; or
n. a Borrower or Guarantor who is a natural person shall have been given die; or
o. with respect to Borrower by the Administrative Agent.
(e) A default shall occur (i) any guaranty and/or subordination agreement included in the payment when due (subject Loan Documents, the failure of the same to any applicable grace period), whether by acceleration or otherwise, of any Material Indebtedness orremain in full force and effect until the Loan is paid in full and this Agreement is terminated.
Appears in 1 contract
Sources: Line of Credit Agreement (Technical Communications Corp)