Standstill Termination means the earlier of October 15, 2020 or the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by any Loan Party for any reason to comply with any term, condition, or provision contained in this Agreement; (c) any representation made by any Loan Party in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made (other than to the extent such representation is incorrect as a result of the Existing Defaults); or (d) any Material Adverse Effect shall occur as determined in good faith by the Agent. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period shall automatically terminate and the Agent and the Lenders shall then be permitted and entitled under Section 11.02 of the Credit Agreement and the other Loan Documents, among other things, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination means the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Triggering Event occurs after the date hereof; or (b) the failure of the transactions contemplated by the Term Sheet attached hereto as Attachment 1 to be consummated within 45 days after the date hereof except if such failure was caused solely by the Holder in bad faith.
Standstill Termination means the later of (i) the date that is eighteen months from the Closing Date or (ii) the date that is one year from the last day that the Purchaser’s Designated Director serves on the Company’s Board. For the avoidance of doubt, the provisions of
Examples of Standstill Termination in a sentence
The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement.
The Bank Group makes no representations as to what actions, if any, the Bank Group will take after the Standstill Period or upon the occurrence of any Standstill Termination, an Event of Default, or an event which with notice or lapse of time, or both, would constitute an Event of Default, and the Bank Group must and does hereby specifically reserve any and all rights and remedies it has (after giving effect hereto) with respect to the Existing Defaults and each other Event of Default that may occur.
The Bank Group is not obligated in any way to continue beyond the Standstill Period to forbear from enforcing its rights or remedies, and the Bank Group is entitled to act on the Existing Defaults after the occurrence of a Standstill Termination as if such defaults had just occurred and the Standstill Period had never existed.
The Loan Parties acknowledge that the Agent and the Lenders have made no representations as to what actions, if any, the Agent or the Lenders will take after the Standstill Period or upon the occurrence of any Standstill Termination, a Default or Event of Default, and the Agent and the Lenders must and do hereby specifically reserve any and all rights, remedies, and claims they have (after giving effect hereto) with respect to the Existing Defaults and each other Default or Event of Default that may occur.
The Loan Parties will not assert and hereby forever waive any right to assert that the Agent or the Lenders are obligated in any way to continue beyond the Standstill Period to forbear from enforcing their rights or remedies or that the Agent and the Lenders are not entitled to act on the Existing Defaults after the occurrence of a Standstill Termination as if such default had just occurred and the Standstill Period had never existed.
More Definitions of Standstill Termination
Standstill Termination has the meaning given to it in Section 5.02(a).
Standstill Termination is defined in Section 5.15.
Standstill Termination means the earliest of (1) the public announcement that the Seller has entered into a definitive agreement with a Third Party for a Change of Control or a transaction involving a Seller Business Combination; (2) if any person(s) or “group” publicly announces or commences a tender or exchange offer to acquire voting securities of the Seller, that, if successful, would result in such person or group beneficially owning more than 50% of the then outstanding voting securities of the Seller; (3) if any person(s) or “group” commences a proxy contest with respect to the Seller and (4) if any person(s) or “group” files a Schedule 13D with respect to the beneficial ownership of at least [**]% of the then outstanding voting securities of the Seller by such person(s) or “group”.
Standstill Termination means the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Events of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by the Borrower for any reason to comply with any term, condition or provision contained in this letter; (c) any representation made in this letter or pursuant to it proves to be incorrect or misleading in any material respect when made; or (d) the occurrence of any event or the existence of any condition in each case which is specified herein as a "Standstill Termination". The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Banks are then permitted and entitled under Sections 7.2, 9.2, 9.3 and 9.4 of the Credit Agreement, among other things, to permanently terminate the Commitments, to decline to provide further funding, to require payments on the L/C Obligations, to accelerate the Obligations and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination means the occurrence of the Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Event of Default occurs other than the Existing Defaults (as defined in the -5- Thirteenth Amendment and Forbearance Agreement dated as of July 31, 2002 between the Borrower, the Agent and the Bank Group (the "Thirteenth Amendment")) and other than the continued noncompliance with the covenants referenced in Schedule I of the Thirteenth Amendment; (b) any failure (other than any failure constituting an Existing Default) by the Borrower or any Subsidiary for any reason to comply with any term, condition, or provision contained in this Agreement or any other Credit Document executed by it; (c) any holder of the Teachers' Notes or any other holder of Debt in excess of $100,000 of the Borrower or any Subsidiary shall commence any action to accelerate such Debt or begin any enforcement action for the collection of such Debt; (d) any forbearance or similar arrangements TIAA enters into with the Borrower shall terminate; (e) any representation made by or on behalf of the Borrower or any Subsidiary in this Agreement or any other Credit Document executed by it or in any other document delivered by it pursuant thereto proves to be incorrect or misleading in any material respect when made (other than any such misrepresentation constituting an Existing Default); (f) the refinancing and payment or other satisfaction of the Teachers' Notes without a corresponding refinancing or satisfaction of the Obligations or (g) the Borrower or any Subsidiary is in breach of any of the obligations under the Cash Collateral Use Agreement. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Bank Group is then permitted and entitled, among other things, to enforce collection of the Obligations, to enforce its liens on the Collateral, and to exercise any and all other rights and remedies that may be available under the Loan Documents or applicable law.
Standstill Termination is defined in Section 8 below.
Standstill Termination means the occurrence of the Scheduled Standstill Expiration Date, or, if earlier, the occurrence of any one or more of the following events: (a) any Default or Event of Default under the Credit Agreement, in each case other than the Existing Defaults; (b) any failure by Holdings or the Borrower for any reason to comply with any term, condition, or provision contained in this Agreement; (c) any representation made by Holdings or the Borrower in this Agreement or pursuant to it proves to be incorrect or misleading in any material respect when made; (d) the Facility Termination Date (as such term is defined in the Receivables Purchase Agreement) has been declared or has otherwise occurred; or (e) any Material Adverse Effect (as defined in Section 4 above) shall occur as determined in good faith by the Administrative Agent or the Required Lenders. The occurrence of any Standstill Termination shall be deemed an Event of Default under the Credit Agreement. Upon the occurrence of a Standstill Termination, the Standstill Period is automatically terminated and the Lenders are then permitted and entitled under Articles 4 and 7 of the Credit Agreement, among other things, to decline to provide additional credit to the Borrower, to permanently terminate the Commitments, to accelerate the Loans, to require cash collateral for outstanding L/C Exposure, and to exercise any other rights and remedies that may be available under the Loan Documents or applicable law.