Standstill Default definition

Standstill Default means (A) the occurrence of any Event of Default other than the Specified Defaults, (B) a breach by a Borrower or any other Credit Party of any term, condition, or covenant set forth in this Agreement, including without limitation, the terms, conditions, or covenants set forth in Section 4 and Exhibit B hereof, (C) (i) the occurrence of a breach, default, event of default, or material adverse change under the Transaction Agreement, (ii) the Transaction Agreement terminates, or (iii) there is a loss of a material right of the Credit Parties under the Transaction Agreement, (D) the occurrence of a default or event of default (however defined) under the terms and conditions of any financing agreement or equity issuance agreement entered into by Borrowers in connection with the Transaction Agreement, or the failure or refusal of the lender or purchaser thereunder to provide financing to the Credit Parties in an amount sufficient to satisfy the minimum cash covenant set forth in Section 4(a) below, or (E) any representation or warranty made by a Borrower or any other Credit Party under or in connection with this Agreement shall prove to be untrue in any material respect (or, in the case of any such representation, warranty or statement that is qualified as to “materiality,” “Material Adverse Effect” or similar language, shall prove to be untrue in any respect) on the date as of which made or deemed made. Each and every Standstill Default shall constitute an immediate Event of Default under the Credit Agreement and other Financing Documents.
Standstill Default means: (a) the occurrence of any “Event of Default” (as defined in the Secured Notes) after the Execution Date; (b) the occurrence of any breach by PNPL or Mx. Xxxxxxxxx of any term, agreement, condition, covenant, representation or warranty set forth in this Agreement; or (c) the failure of any representation or warranty made by PNPL or Mx. Xxxxxxxxx in connection with this Agreement to be true and complete.
Standstill Default means a default under any Credit Facility.

Examples of Standstill Default in a sentence

  • The representations and warranties contained herein shall be true and correct, and no Standstill Default or event that with notice, the passage of time or both would constitute a Standstill Default shall exist on the date hereof.

  • PNPL and Mx. Xxxxxxxxx acknowledge, confirm and agree that any misrepresentation herein by PNPL or Mx. Xxxxxxxxx, or any failure of PNPL or Mx. Xxxxxxxxx to comply with the covenants, conditions and agreements of this Agreement shall constitute a Standstill Default under this Agreement.

  • Davis Polk & Wardwell LLP shall have furnished to the Representatives its written opinion and negative assurance letter, as U.S. counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives.

Related to Standstill Default

  • Additional Default means any provision contained in any document or instrument creating or evidencing Indebtedness of the Borrower or any of its Subsidiaries which permits the holder or holders of such Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Borrower or any of its Subsidiaries to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a xxxxxxx xxxxx period than those set forth herein or is more beneficial to the holder or holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

  • MI Default has the meaning given to it in paragraph 6.1 of Framework Schedule 9 (Management Information);

  • Special Default means (i) the failure by Owner to pay any amount of principal of or interest on any Equipment Note when due or (ii) the occurrence of any Default or Event of Default referred to in Section 5.01(v), (vi) or (vii).

  • Potential Default means the occurrence of any event or condition which, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

  • Material Default means a material breach of this Framework Agreement and/or, breach by the Supplier of any of the following Clauses: Clause 8 (Warranties and Representations), Clause 9 (Prevention of Bribery and Corruption), Clause 13 (Statutory Requirements and Standards), Clause 14 (Non-Discrimination), Clause 15 (Provision of Management Information), Clause 16 (Management Charge), Clause 17 (Records and Audit Access), Clause 22 (Data Protection), Clause 23 (Freedom of Information) and Clause 31 (Transfer & Sub-contracting);

  • Bank Default means (i) the refusal (which has not been retracted) of a Bank to make available its portion of any Borrowing or to fund its portion of any unreimbursed payment under Section 2.03(c) or (ii) a Bank having notified in writing the Borrower and/or the Agent that it does not intend to comply with its obligations under Section 1.01 or Section 2, in the case of either clause (i) or (ii) as a result of any takeover of such Bank by any regulatory authority or agency.

  • Senior Default means any Default or Event of Default under the Senior Credit Agreement or any document referred to therein.

  • Forbearance Default means (A) the occurrence of any Default (as defined in the GE Loan Agreement) or any Event of Default (as defined in the TCFC Loan Agreement) other than the Specified Defaults, (B) the failure of any Borrower or any other Loan Party to comply timely with any term, condition, or covenant set forth in this Agreement, (C) the failure of any representation or warranty made by any Borrower or any other Loan Party under or in connection with this Agreement to be true and complete in all material respects as of the date when made or any other breach of any such representation or warranty in any material respect, (D) any occurrence, event or change in facts or circumstances occurring on or after the Effective Date that would have a Material Adverse Change (as defined in either Loan Agreement) on any Borrower or any other Loan Party or any of their respective financial conditions, businesses, prospects or assets, (E) (I) any breach by Travis or any other Loan Party of any provision of the Merxxx Xgreement or any other agreement, instrument or document executed in connection therewith, (II) any failure by Travis or TRMC to satisfy any condition precedent to txx xxxectiveness of the Merger Agreement or any other agreement, instrument or document executed in connection therewith, (III) any termination or purported termination by any party thereto of the Merger Agreement, or (IV) any other failure of the Merger Agreement to remain in full force and effect at any time, (F) any breach by Tracker of any of the provisions of that certain letter agreement dated on or about the date hereof between Tracker and Lender (the "Tracker Letter Agreement"), including, without limitation, any failure by Tracker to fund any working capital shortfall of Travis pursuant to Section 7 of the Tracker Letter Agreement, ox (X) any determination made by Lender in its sole discretion at any time that Lender, Travis and Tracker (or its affiliate, TMRC) have failed or arx xxxble to reach agreement on the terms for restructuring the credit facilities under the Loan Documents or on any other matters referenced in Section 6.03(g) of the Merger Agreement. Any Forbearance Default shall constitute an immediate Default under the GE Loan Agreement and an immediate Event of Default under the TCFC Loan Agreement.

  • Loan Event of Default means any of the events specified in Section 5.1 of the Loan Agreement, provided that any requirement for the giving of notice, the lapse of time, or both, or any other condition, event or act has been satisfied.

  • PTC Event of Default means, with respect to each Trust Agreement, the failure to pay within 10 Business Days after the due date thereof: (i) the outstanding Pool Balance of the applicable Class of Certificates on the Final Legal Distribution Date for such Class or (ii) interest due on such Certificates on any Distribution Date (unless the Subordination Agent shall have made an Interest Drawing or a withdrawal from the Cash Collateral Account relating to a Liquidity Facility for such Class, with respect thereto in an aggregate amount sufficient to pay such interest and shall have distributed such amount to the Trustee entitled thereto).

  • Non-Monetary Default Notice shall have the meaning assigned to such term in Section 11(d).

  • Monetary Default Notice shall have the meaning assigned to such term in Section 11(a).

  • Incipient Default means any occurrence that is, or with notice or lapse of time or both would become, an Event of Default.

  • Triggering Event of Default means (i) any Event of Default with respect to an obligation of the Mortgage Loan Borrower to pay money due under the Mortgage Loan or (ii) any non-monetary Event of Default as a result of which the Mortgage Loan becomes a Specially Serviced Mortgage Loan (which, for clarification, shall not include any imminent Event of Default (i.e., subclause (vii) of the definition of Special Servicing Loan Event)).

  • Note Event of Default means any “Event of Default” specified in Section 5.1 of the Indenture.

  • Material Event of Default means the occurrence of an Event of Default (as defined in the Senior Unsecured Loan Agreement) under any of the following sections of the Senior Unsecured Loan Agreement:

  • Financing Default means an event which would constitute (or with notice or lapse of time or both would constitute) an event of default (which event of default has not been cured) under or would otherwise violate or breach (i) any financing arrangement of the Company or any of its Subsidiaries in effect as of the time of the aforementioned event, and any extensions, renewals, refinancings or refundings thereof in whole or in part; and (ii) any provision of the Company's or any of its Subsidiary's constitutional documents.

  • Financial Covenant Event of Default has the meaning specified in Section 8.01(b).

  • Senior Payment Default means any default in the payment of principal of (or premium, if any) or interest on any Senior Debt of the Company when due, whether at the Stated Maturity of any such payment or by declaration of acceleration, call for redemption or otherwise. In the event that any Senior Nonmonetary Default (as defined below) shall have occurred and be continuing, then, upon the receipt by the Company, the Subsidiary Guarantors and the Trustee of written notice of such Senior Nonmonetary Default from the agent for the Designated Senior Debt which is the subject of such Senior Nonmonetary Default, no Securities Payment shall be made during the period (the “Payment Blockage Period”) commencing on the date of such receipt of such written notice and ending on the earlier of (i) the date on which such Senior Nonmonetary Default shall have been cured or waived or shall have ceased to exist or all Designated Senior Debt the subject of such Senior Nonmonetary Default shall have been discharged; (ii) the 179th day after the date of such receipt of such written notice; or (iii) the date on which the Payment Blockage Period shall have been terminated by written notice to the Company, any Subsidiary Guarantor or the Trustee from the agent for the Designated Senior Debt initiating the Payment Blockage Period; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Sixteen by delivering and crediting pursuant to Section 1602 Securities which have been acquired (upon redemption or otherwise) prior to the date of such receipt of such written notice. No more than one Payment Blockage Period may be commenced with respect to the Securities of a particular series during any 360-day period and there shall be a period of at least 181 consecutive days in each 360-day period when no Payment Blockage Period is in effect. For all purposes of this paragraph, no Senior Nonmonetary Default that existed or was continuing on the date of commencement of any Payment Blockage Period shall be, or be made, the basis for the commencement of a subsequent Payment Blockage Period, whether or not within a period of 360 consecutive days, unless such Senior Nonmonetary Default shall have been cured for a period of not less than 90 consecutive days.

  • Acceleration Event of Default means an Event of Default under Section 5.1(a), (d), (e) or (f), whatever the reason for such Acceleration Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

  • Loan Default means an event, which with the giving of notice or lapse of time or both, would become a Loan Event of Default.

  • Bankruptcy Event of Default means any Event of Default under Section 8.01(f) of the Credit Agreement.

  • Specified Defaults means, collectively, the Existing Defaults and the Anticipated Defaults.

  • Declaration Event of Default means an “Event of Default” as defined in the Declaration.

  • Specified Event of Default means any Event of Default pursuant to Section 9.01(a), Section 9.01(f) or Section 9.01(g).

  • Non-Monetary Default shall have the meaning assigned to such term in Section 11(d).