1Events of Default. So long as any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more of the following constitute an “Event of Default” as the term is used herein: (a) Failure of the Loan Parties to pay (i) any principal of the Loan when the same becomes due and payable, (ii) any interest on the Loan payable under this Agreement within three Business Days of the date the same becomes due and payable and (iii) any fees and expenses payable under this Agreement or any other Loan Document within ten Business Days of the date the same becomes due and payable; (b) any breach or default by any Loan Party with respect to any Indebtedness having an aggregate principal amount in excess of $100,000, and the holder of such Indebtedness exercises, its right to declare such Indebtedness due prior to its stated maturity solely as a result of such breach or default; (c) Default occurs in the observance or performance by any Loan Party of any term, covenant (other than the provisions explicitly set forth in Section 8.1(d)) or other provision of this Agreement, or any other Loan Document and such default is not remedied within thirty (30) days after the earlier of (i) the date on which a Responsible Officer of any Loan Party acquires knowledge thereof, and (ii) the date notice thereof shall have been given by Agent to Borrower; (d) Default occurs in the observance or performance by the Loan Parties of (i) Sections 6.2, Section 6.4(a), (f) and (h) and Section 6.5(b) and (c) and such default is not remedied within fifteen (15) days after the earlier of (A) the date on which a Responsible Officer of a Loan Party acquires knowledge thereof, and (B) the date notice thereof shall have been given by Agent to Borrower or (ii) Section 6.4 (except as otherwise provided above), Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 or any covenant contained in Section 7 of this Agreement; (e) If any representation or warranty made by any Loan Party in this Agreement or any other Loan Document, or made by any Loan Party in any exhibit, statement or certificate attached to this Agreement or furnished to the Lender in connection with this Agreement or any other Loan Document, proves untrue in any material respect on the date as of which made; (f) an Insolvency Proceeding is commenced by any Loan Party; (g) If an Insolvency Proceeding is commenced against any Loan Party and any of the following events occur: (a) such Person consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein; (h) Any judgment, writ or warrant of attachment or of any similar post-judgment process in an amount in excess of $100,000 and not fully covered by insurance is entered or filed against any Loan Party, or against any of its properties or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days; provided, that no Event of Default shall be deemed to have occurred hereunder so long as such Loan Party makes all payments when due in accordance with a settlement agreement with respect to the applicable judgment, writ or warrant of attachment or of any similar post-judgment process; (i) If Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of the business affairs of Borrower; (j) The validity or enforceability of any Loan Document is at any time for any reason declared to be null and void, or a proceeding is commenced by any Loan Party or any Affiliates thereof, or by any governmental authority having jurisdiction over a Loan Party, seeking to establish the invalidity or unenforceability thereof, or any Loan Party denies that is has any liability or obligation purported to be created under any Loan Document; (k) If any indictment is brought against any of the top three or, if greater in number, any of the “C-suite”, officers of Holdings alleging fraudulent activity; (l) There is a Change of Control; or (m) A Material Adverse Effect shall have occurred.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (RSE Innovation, LLC), Credit and Guaranty Agreement (RSE Collection, LLC)
1Events of Default. So long as The occurrence of any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more of the following shall constitute an “Event of Default” as the term is used herein:
(a) Failure of the Loan Parties Borrower shall fail to pay any amount of principal of any Loan when due in accordance with the terms hereof; or Borrower shall fail to pay any amount of interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or
(b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document (i) any principal of the Loan if qualified by materiality, shall be incorrect or materially misleading when the same becomes due and payablemade or deemed made (after giving effect to such materiality qualifier), or (ii) if not qualified by materiality, shall be incorrect or materially misleading in any interest on the Loan payable under this Agreement within three Business Days of the date the same becomes due and payable and material respect when made or deemed made; or
(iiic) any fees and expenses payable under Loan Party shall default in the observance or performance of any agreement contained in Sections 5.3, 6.1, 6.2, 6.5(a), 6.7(b), 6.8, 6.10, 6.12, 6.13, or Section 7 of this Agreement; or
(d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document within ten Business Days (other than as provided in paragraphs (a) through (c) of the date the same becomes due this Section), and payable;such default shall continue unremedied for a period of 30 days thereafter; or
(b1) any breach Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) outstanding in a principal amount of $1,500,000 or more; or (ii) default by in making any Loan Party with respect payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in making any payment or delivery under any such Indebtedness constituting a Swap Agreement beyond the period of grace, if any, provided in such Swap Agreement; or (iv) default in the observance or performance of any other agreement or condition relating to any such Indebtedness having an aggregate principal amount or contained in excess any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of $100,000which default or other event or condition is to (x) cause, and or to permit the holder or beneficiary of, or, in the case of any such Indebtedness constituting a Swap Agreement, counterparty under, such Indebtedness (or a trustee or agent on behalf of such Indebtedness exercisesholder, its right beneficiary, or counterparty) to declare cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity solely as or (in the case of any such Indebtedness constituting a result Guarantee Obligation) to become payable or (in the case of any such breach Indebtedness constituting a Swap Agreement) to be terminated, or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that, a default;, event or condition described in clause (i), (ii), (iii), or (iv) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii), (iii), and (iv) of this paragraph (e) shall have occurred with respect to Indebtedness the outstanding principal amount (and, in the case of Swap Agreements the Swap Termination Value) of which, individually or in the aggregate of all such Indebtedness, exceeds in the aggregate $1,500,000; or (2) any default or event of default (however designated) shall occur with respect to any Subordinated Indebtedness of any Group Member; or
(cf) Default occurs in (i) any Group Member shall commence any case, proceeding or other action (a) under the observance Bankruptcy Code or performance by any Loan Party other existing or future law of any termjurisdiction, covenant (other than the provisions explicitly set forth in Section 8.1(d)) domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other provision relief with respect to it or its debts, or (b) seeking appointment of this Agreementa receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any other Loan Document and such default is not remedied within thirty (30) days after Group Member shall make a general assignment for the earlier benefit of (i) the date on which a Responsible Officer of any Loan Party acquires knowledge thereof, and (ii) the date notice thereof shall have been given by Agent to Borrower;
(d) Default occurs in the observance or performance by the Loan Parties of (i) Sections 6.2, Section 6.4(a), (f) and (h) and Section 6.5(b) and (c) and such default is not remedied within fifteen (15) days after the earlier of (A) the date on which a Responsible Officer of a Loan Party acquires knowledge thereof, and (B) the date notice thereof shall have been given by Agent to Borrower its creditors; or (ii) Section 6.4 (except as otherwise provided above), Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 or any covenant contained in Section 7 of this Agreement;
(e) If any representation or warranty made by any Loan Party in this Agreement or any other Loan Document, or made by any Loan Party in any exhibit, statement or certificate attached to this Agreement or furnished to the Lender in connection with this Agreement or any other Loan Document, proves untrue in any material respect on the date as of which made;
(f) an Insolvency Proceeding is commenced by any Loan Party;
(g) If an Insolvency Proceeding is there shall be commenced against any Loan Party and Group Member any case, proceeding or other action of the following events occur: a nature referred to in clause (i) above that (a) such Person consents to results in the institution entry of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein;
any such adjudication or appointment or (hb) Any judgmentremains undismissed, writ undischarged or warrant of attachment or of any similar post-judgment process in an amount in excess of $100,000 and not fully covered by insurance is entered or filed against any Loan Party, or against any of its properties or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days; provided, that no Event of Default or (iii) there shall be deemed to have occurred hereunder so long as such Loan Party makes all payments when due in accordance with commenced against any Group Member any case, proceeding or other action seeking issuance of a settlement agreement with respect to the applicable judgment, writ or warrant of attachment attachment, execution, distraint or of any similar post-judgment process;
(i) If Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct process against all or any material substantial part of its assets that results in the business affairs entry of Borrower;an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(jg) The validity there shall occur one or enforceability more ERISA Events which individually or in the aggregate results in or otherwise is associated with liability of any Loan Document is at any time for any reason declared to be null and void, or a proceeding is commenced by any Loan Party or any Affiliates thereofERISA Affiliate thereof in excess of $1,5000,000 during the term of this Agreement; or there exists, an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities) which exceeds $1,500,000; or
(h) there is entered against any Group Member (i) one or more final judgments or orders for the payment of money involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $1,000,000 or more, or (ii) one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any governmental authority having jurisdiction over a creditor upon such judgment or order, or (B) all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(i) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan PartyParty shall so assert; or
(j) (i) any of the Security Documents shall cease, seeking for any reason, to establish be in full force and effect (other than pursuant to the invalidity or unenforceability terms thereof), or any Loan Party denies that is has shall so assert, or any liability or obligation Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created under any Loan Document;
(k) If any indictment is brought against any thereby, in each case with respect to Collateral with a fair market value in excess of the top three or, if greater in number, any of the “C-suite”, officers of Holdings alleging fraudulent activity;
(l) There is a Change of Control$500,000; or
(mA) A Material Adverse Effect any Person shall have occurred.seek to serve process to attach, by trustee or similar process, any funds of a Loan Party or of any other entity under the control of a Loan Party (including a Subsidiary) in excess of $500,000 on deposit with the Administrative Agent or any of its Affiliates, or (B) a notice of lien, levy, or assessment shall be filed against any of a Loan Party’s assets by a Governmental Authority, and any of the same under clauses (A) or (B) hereof shall not, within ten (10) days after the occurrence thereof, be discharged or stayed (whether through the posting of a bond or otherwise); provided, however, that no Loans or other extensions of credit shall be made hereunder during any such ten (10) day cure period; or
Appears in 2 contracts
Sources: Credit Agreement (Enfusion, Inc.), Credit Agreement (Enfusion, Inc.)
1Events of Default. So long as The occurrence of any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more of the following shall constitute an “Event of Default” as the term is used herein:
(a) Failure of the Loan Parties Borrower shall fail to pay any amount of principal of any Loan when due in accordance with the terms hereof; or Borrower shall fail to pay any amount of interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within three (3) Business Days after any such interest or other amount becomes due in accordance with the terms hereof; or
(b) any representation or warranty made or deemed made by any Loan Party or Limited Recourse Pledgor herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document (i) if qualified by materiality, shall be incorrect or materially misleading when made or deemed made (after giving effect to such materiality qualifier), or (ii) if not qualified by materiality, shall be incorrect or materially misleading in any principal material respect when made or deemed made; or
(c) any (i) Loan Party shall default in the observance or performance of the Loan when the same becomes due and payableany agreement contained in Sections 5.3, 6.1, 6.2, 6.5(a), 6.7(b), 6.8, 6.10, 6.12, 6.13, or Section 7 of this Agreement or (ii) any interest on Limited Recourse Pledgor shall default in the Loan payable under observance or performance of any agreement or obligation contained in this Agreement within three Business Days of the date the same becomes due and payable and or any Limited Recourse Pledge Agreement; or
(iiid) any fees and expenses payable under Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document within ten Business Days (other than as provided in paragraphs (a) through (c) of the date the same becomes due this Section), and payable;such default shall continue unremedied for a period of 30 days thereafter; or
(b1) any breach Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans) outstanding in a principal amount of $1,500,000 or more; or (ii) default by in making any Loan Party with respect payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in making any payment or delivery under any such Indebtedness constituting a Swap Agreement beyond the period of grace, if any, provided in such Swap Agreement; or (iv) default in the observance or performance of any other agreement or condition relating to any such Indebtedness having an aggregate principal amount or contained in excess any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of $100,000which default or other event or condition is to (x) cause, and or to permit the holder or beneficiary of, or, in the case of any such Indebtedness constituting a Swap Agreement, counterparty under, such Indebtedness (or a trustee or agent on behalf of such Indebtedness exercisesholder, its right beneficiary, or counterparty) to declare cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity solely as or (in the case of any such Indebtedness constituting a result Guarantee Obligation) to become payable or (in the case of any such breach Indebtedness constituting a Swap Agreement) to be terminated, or (y) to cause, with the giving of notice if required, any Group Member to purchase or redeem or make an offer to purchase or redeem such Indebtedness prior to its stated maturity; provided that, a default;, event or condition described in clause (i), (ii), (iii), or (iv) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii), (iii), and (iv) of this paragraph (e) shall have occurred with respect to Indebtedness the outstanding principal amount (and, in the case of Swap Agreements the Swap Termination Value) of which, individually or in the aggregate of all such Indebtedness, exceeds in the aggregate $1,500,000; or (2) any default or event of default (however designated) shall occur with respect to any Subordinated Indebtedness of any Group Member; or
(cf) Default occurs in (i) any Group Member or Limited Recourse Pledgor shall commence any case, proceeding or other action (a) under the observance Bankruptcy Code or performance by any Loan Party other existing or future law of any termjurisdiction, covenant (other than the provisions explicitly set forth in Section 8.1(d)) domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other provision relief with respect to it or its debts, or (b) seeking appointment of this Agreementa receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any other Loan Document and such default is not remedied within thirty (30) days after Group Member or Limited Recourse Pledgor shall make a general assignment for the earlier benefit of (i) the date on which a Responsible Officer of any Loan Party acquires knowledge thereof, and (ii) the date notice thereof shall have been given by Agent to Borrower;
(d) Default occurs in the observance or performance by the Loan Parties of (i) Sections 6.2, Section 6.4(a), (f) and (h) and Section 6.5(b) and (c) and such default is not remedied within fifteen (15) days after the earlier of (A) the date on which a Responsible Officer of a Loan Party acquires knowledge thereof, and (B) the date notice thereof shall have been given by Agent to Borrower its creditors; or (ii) Section 6.4 (except as otherwise provided above), Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 or any covenant contained in Section 7 of this Agreement;
(e) If any representation or warranty made by any Loan Party in this Agreement or any other Loan Document, or made by any Loan Party in any exhibit, statement or certificate attached to this Agreement or furnished to the Lender in connection with this Agreement or any other Loan Document, proves untrue in any material respect on the date as of which made;
(f) an Insolvency Proceeding is commenced by any Loan Party;
(g) If an Insolvency Proceeding is there shall be commenced against any Loan Party and Group Member or Limited Recourse Pledgor any case, proceeding or other action of the following events occur: a nature referred to in clause (i) above that (a) such Person consents to results in the institution entry of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein;
any such adjudication or appointment or (hb) Any judgmentremains undismissed, writ undischarged or warrant of attachment or of any similar post-judgment process in an amount in excess of $100,000 and not fully covered by insurance is entered or filed against any Loan Party, or against any of its properties or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days; provided, that no Event of Default or (iii) there shall be deemed to have occurred hereunder so long as such Loan Party makes all payments when due in accordance with commenced against any Group Member or Limited Recourse Pledgor any case, proceeding or other action seeking issuance of a settlement agreement with respect to the applicable judgment, writ or warrant of attachment attachment, execution, distraint or of any similar post-judgment process;
(i) If Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct process against all or any material substantial part of its assets that results in the business affairs entry of Borrower;an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member or Limited Recourse Pledgor shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member or Limited Recourse Pledgor shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or
(jg) The validity there shall occur one or enforceability more ERISA Events which individually or in the aggregate results in or otherwise is associated with liability of any Loan Document is at any time for any reason declared to be null and void, or a proceeding is commenced by any Loan Party or any Affiliates thereofERISA Affiliate thereof in excess of $1,5000,000 during the term of this Agreement; or there exists, an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities) which exceeds $1,500,000; or
(h) there is entered against any Group Member (i) one or more final judgments or orders for the payment of money involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $1,000,000 or more, or (ii) one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any governmental authority having jurisdiction over a creditor upon such judgment or order, or (B) all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or
(i) the guarantee contained in Section 2 of the Guarantee and Collateral Agreement or the guarantee in any Limited Recourse Pledgor Agreement shall cease, for any reason, to be in full force and effect or any Loan PartyParty or Limited Recourse Pledgor shall so assert; or
(j) (i) any of the Security Documents or Limited Recourse Pledge Agreement shall cease, seeking for any reason, to establish be in full force and effect (other than pursuant to the invalidity or unenforceability terms thereof), or any Loan Party denies that is has or Limited Recourse Pledgor shall so assert, or any liability Lien created by any of the Security Documents or obligation the Limited Recourse Pledge Agreements shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case with respect to Collateral or assets pledged under any Loan Document;
(k) If any indictment is brought against any Limited Recourse Pledge Agreement with a fair market value in excess of the top three or, if greater in number, any of the “C-suite”, officers of Holdings alleging fraudulent activity;
(l) There is a Change of Control$500,000; or
(m) A Material Adverse Effect shall have occurred.
Appears in 1 contract
Sources: Credit Agreement (Enfusion, Inc.)
1Events of Default. So long as The occurrence of any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more of the following events shall constitute an “Event of Default” as the term is used hereinDefault hereunder:
(a) Failure non-payment when due of the Loan Parties to pay (i) any the principal of or interest on the Loan when Indebtedness under the same becomes due and payableRevolving Credit (including the Swing Line), or (ii) any interest on the Loan payable under this Agreement within three Business Days of the date the same becomes due and payable and Reimbursement Obligation, or (iii) any fees Fees;
(b) non-payment of any other amounts due and expenses payable owing by Borrower under this Agreement or by any Credit Party under any of the other Loan Document Documents to which it is a party, other than as set forth in subsection (a) above, within ten three (3) Business Days of the date after the same becomes is due and payable;
(b) any breach or default by any Loan Party with respect to any Indebtedness having an aggregate principal amount in excess of $100,000, and the holder of such Indebtedness exercises, its right to declare such Indebtedness due prior to its stated maturity solely as a result of such breach or default;
(c) Default occurs default in the observance or performance by any Loan Party of any termof the conditions, covenant (other than covenants or agreements of the provisions explicitly Borrower set forth in Sections 7.1, 7.2, 7.4(a) and (e), 7.5, 7.6, 7.7, 7.9, 7.13, 7.14, 7.15, 7.16, 7.17 or Article 8 in its entirety, provided that an Event of Default arising from a breach of Sections 7.1 or 7.2 shall be deemed to have been cured upon delivery of the required item; and provided further that any Event of Default arising solely due to a breach of Section 8.1(d)7.7(a) or other provision of this Agreement, or any other Loan Document and such default is not remedied within thirty (30) days after shall be deemed cured upon the earlier of (ix) the 4883-0369-8472_14883-0369-8472_6 giving of the notice required by Section 7.7(a) and (y) the date on upon which a Responsible Officer the Default or Event of any Loan Party acquires knowledge thereof, and (ii) Default giving rise to the date notice thereof shall have been given by Agent to Borrowerobligation is cured or waived;
(d) Default occurs default in the observance or performance by of any of the Loan Parties of (i) Sections 6.2other conditions, Section 6.4(a), (f) and (h) and Section 6.5(b) and (c) and such default is not remedied within fifteen (15) days after the earlier of (A) the date on which a Responsible Officer of a Loan Party acquires knowledge thereof, and (B) the date notice thereof shall have been given by Agent to Borrower covenants or (ii) Section 6.4 (except as otherwise provided above), Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 agreements set forth in this Agreement or any covenant contained in Section 7 of this Agreementthe other Loan Documents by any Credit Party and continuance thereof for a period of thirty (30) consecutive days;
(e) If any representation or warranty made by any Loan Credit Party in this Agreement herein or any other Loan Document, or made by any Loan Party in any exhibitcertificate, statement instrument or certificate attached to this Agreement or furnished to the Lender in connection with this Agreement or any other Loan Document, document submitted pursuant hereto proves untrue or misleading in any material adverse respect on the date as of which when made;
(f) an Insolvency Proceeding is commenced (i) default by any Loan PartyCredit Party in the payment of any indebtedness for borrowed money, whether under a direct obligation or guaranty (other than Indebtedness hereunder) of any Credit Party in excess of Five Hundred Thousand Dollars ($500,000) (or the equivalent thereof in any currency other than Dollars) individually or in the aggregate when due and continuance thereof beyond any applicable period of cure and or (ii) failure to comply with the terms of any other obligation of any Credit Party with respect to any indebtedness for borrowed money (other than Indebtedness hereunder) in excess of Five Hundred Thousand Dollars ($500,000) (or the equivalent thereof in any currency other than Dollars) individually or in the aggregate, which continues beyond any applicable period of cure and which would permit the holder or holders thereto to accelerate such other indebtedness for borrowed money, or require the prepayment, repurchase, redemption or defeasance of such indebtedness;
(g) If an Insolvency Proceeding is commenced against any Loan Party and any of the following events occur: (a) such Person consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein;
(h) Any judgment, writ or warrant of attachment or rendering of any similar post-judgment process in an amount judgment(s) (not covered by adequate insurance from a solvent carrier which is defending such action without reservation of rights) for the payment of money in excess of the sum of Five Hundred Thousand Dollars ($100,000 and not fully covered by insurance is entered 500,000) (or filed the equivalent thereof in any currency other than Dollars) individually or in the aggregate against any Loan Credit Party, or against any of its properties or assets and remains such judgments shall remain unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days; provided, that no thirty (30) consecutive days from the date of its entry;
(h) an ERISA Event of Default shall be deemed to have occurred hereunder so long as such Loan Party makes all payments when due in accordance with a settlement agreement occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of the applicable judgmentBorrower under Title IV of ERISA to the Pension Plan, writ Multiemployer Plan or warrant of attachment or of any similar post-judgment processthe PBGC in an aggregate amount that could reasonably be expected to have a Material Adverse Effect;
(i) If except as expressly permitted under this Agreement, any Credit Party shall be dissolved (other than a dissolution of a Subsidiary of Borrower which is enjoinednot a Guarantor or Borrower) or liquidated (or any judgment, restrainedorder or decree therefor shall be entered) except as otherwise permitted herein; or if a creditors’ committee shall have been appointed for the business of any Credit Party; or if any Credit Party shall have made a general assignment for the benefit of creditors or shall have been adjudicated bankrupt and if not an adjudication based on a filing by a Credit Party, it shall not have been dismissed within sixty (60) days, or shall have filed a voluntary petition in bankruptcy or for reorganization or to effect a plan or arrangement with creditors or shall fail to pay its debts generally as such debts become due in the ordinary course of business (except as contested in good faith and for which adequate reserves are made in such party’s financial statements); or shall file an answer to a creditor’s petition or other petition filed against it, admitting the material allegations thereof for an adjudication in bankruptcy or for reorganization; or shall have applied for or permitted the appointment of a receiver or trustee or custodian for any way prevented by court of its property or assets; or such receiver, trustee or custodian shall have been appointed for any of its property or assets (otherwise than upon application or consent of a Credit Party ) and shall not have been removed within sixty (60) days; or if an order from continuing to conduct all shall be entered approving any petition for reorganization of any Credit Party and shall not have been reversed or any material part of the business affairs of Borrower;dismissed within sixty (60) days; 4883-0369-8472_14883-0369-8472_6
(j) The validity a Change of Control;
(k) the validity, binding effect or enforceability of any subordination provisions relating to any Subordinated Debt shall be contested by any Person party thereto (other than any Lender, the Agent, Issuing Lender or Swing Line Lender), or such subordination provisions shall fail to be enforceable by the Agent and the Lenders in accordance with the terms thereof, or the Indebtedness shall for any reason not have the priority contemplated by this Agreement or such subordination provisions;
(l) any Loan Document is shall at any time for any reason declared cease to be null in full force and voideffect (other than in accordance with the terms thereof or the terms of any other Loan Document), as applicable, or a proceeding is commenced the validity, binding effect or enforceability thereof shall be contested by any Loan Party party thereto (other than any Lender, the Agent, Issuing Lender or Swing Line Lender), or any Affiliates thereofPerson shall deny that it has any or further liability or obligation under any Loan Document, or by any governmental authority having jurisdiction over a such Loan PartyDocument shall be terminated (other than in accordance with the terms thereof or the terms of any other Loan Document), seeking invalidated, revoked or set aside or in any way cease to establish give or provide to the invalidity or unenforceability thereofLenders and the Agent the benefits purported to be created thereby, or any Loan Party denies that is has Document purporting to ▇▇▇▇▇ ▇ ▇▇▇▇ to secure any liability or obligation Indebtedness shall, at any time after the delivery of such Loan Document, fail to create a valid and enforceable Lien on any Collateral purported to be created under any covered thereby or such Lien shall fail to cease to be a perfected Lien with the priority required in the relevant Loan Document;
(km) If any indictment is brought against [***], or any of the top three orits Subsidiaries or Affiliates, if greater in numbercancels or fails to renew, or provides Borrower with written notice of its intention to cancel or renew, any contract other than (i) a contract with an annual value of less than ten percent (10%) of Borrower’s total annual revenue, or (ii) any contract entered into after the “CEffective Date for ancillary services provided by Borrower outside of core services; provided that if [***], or any of its Subsidiaries or Affiliates, has entered into and continues to actively engage in bona fide good faith negotiations to renew such contract, such failure shall not be considered an Event of Default hereunder for a period of sixty (60) days from the date such contract was cancelled, not renewed, or Borrower received notice of such cancellation or non-suite”, officers of Holdings alleging fraudulent activityrenewal;
(ln) There is a Change any default or event of Controldefault under the Escalate Subordinated Debt Documents; or
(mo) A if there occurs any circumstance or circumstances that could reasonably be expected to have a Material Adverse Effect shall have occurredEffect.
Appears in 1 contract
Sources: Credit Agreement (Accolade, Inc.)
1Events of Default. So long as any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more Each of the following shall constitute an “Event of Default” as the term is used herein:
(a) Failure of the Loan Parties to pay (i) Any representation or warranty made by any principal of the Loan when the same becomes due and payable, (ii) any interest on the Loan payable under this Agreement within three Business Days of the date the same becomes due and payable and (iii) any fees and expenses payable Credit Party under this Agreement or any other Loan Document within ten Business Days of the date the same becomes due shall prove incorrect or misleading in any material respect (provided that if any representation or warranty already includes a materiality or material adverse effect qualifier, such representation or warranty shall be true and payable;correct in all respects) when made or deemed to have been made pursuant to Section 5.2; or
(bi) Any payment of principal under this Agreement or under the other Loan Documents, or any breach or default by any Loan Party reimbursement obligations with respect to any Indebtedness having an aggregate principal amount in excess Letter of $100,000Credit, and shall not be received by the holder Administrative Agent on the date such payment is due, or (ii) any payment of such Indebtedness exercisesinterest, its right to declare such Indebtedness fees, or other amounts (other than principal) under this Agreement or under the other Loan Documents shall not be received by the Administrative Agent or Lender, as applicable, on or before five (5) Business Days after the due prior to its stated maturity solely as a result of such breach or default;date thereof; or
(c) Default occurs Any Credit Party shall default in the performance or observance or performance by any Loan Party of any termagreement or covenant contained in (i) Section 6.4(b), covenant 6.4(c), 6.4(d), 6.5(a), 6.12, 6.13, or Article 7 or (other than the provisions explicitly set forth in Section 8.1(dii) Sections 6.1, 6.2, 6.3, 6.4(a), 6.4(e) or other provision of 6.4(f) and, with respect to this Agreementclause (ii) only, or any other Loan Document and such default is shall not remedied be cured within thirty (30) days after the earlier of (ix) ten (10) days from the date on which a Responsible Officer that the Borrower knew of any Loan Party acquires knowledge thereofthe occurrence of such default, and or (iiy) ten (10) days after written notice of such default is given to the date notice thereof shall have been given by Agent to Borrower;; or
(d) Default occurs Any Credit Party shall default in the performance or observance of any other agreement or performance by the Loan Parties of (i) Sections 6.2, Section 6.4(a), (f) and (h) and Section 6.5(b) and (c) and such default is not remedied within fifteen (15) days after the earlier of (A) the date on which a Responsible Officer of a Loan Party acquires knowledge thereof, and (B) the date notice thereof shall have been given by Agent to Borrower or (ii) Section 6.4 (except as otherwise provided above), Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 or any covenant contained in Section 7 of this Agreement;
(e) If any representation or warranty made by any Loan Party in this Agreement or any other Loan DocumentDocument not specifically referred to elsewhere in this Section 8.1, and such default shall not be cured within the earlier of (i) thirty (30) days from the date that the Borrower knew of the occurrence of such default, or made by any Loan Party in any exhibit, statement or certificate attached to this Agreement or furnished (ii) thirty (30) days after written notice of such default is given to the Lender in connection with this Agreement or any other Loan Document, proves untrue in any material respect on the date as of which made;Borrower; or
(e) [reserved]; or
(f) an Insolvency Proceeding is commenced by any Loan Party;Any Change in Control shall occur; or
(gi) If an Insolvency Proceeding is commenced against any Loan Party and any There shall be entered a decree or order for relief in respect of the following events occur: Borrower or any Material Subsidiary under the Bankruptcy Code, or any other applicable Federal or state bankruptcy law or other similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar official of the Borrower or any Material Subsidiary or of any substantial part of its properties, or ordering the winding-up or liquidation of the affairs of the Borrower or any Material Subsidiary, or (aii) an involuntary petition shall be filed against the Borrower or any Material Subsidiary and a temporary stay entered and (A) such Person consents petition and stay shall not be diligently contested, or (B) any such petition and stay shall continue undismissed for a period of sixty (60) consecutive days; or
(h) The Borrower or any Material Subsidiary shall (i) commence an insolvency proceeding or consent to the institution of such Insolvency Proceeding against itan insolvency proceeding or to the appointment or taking of possession of a receiver, liquidator, assignee, trustee, custodian, sequestrator, or other similar official of the Borrower or any Material Subsidiary or of any substantial part of its properties, (bii) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed fail generally to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of the business of, such Loan Partypay its debts as they become due, or (eiii) an order for relief shall have been issued take any action in furtherance of any such action; or entered therein;NAI-1519103236v13 70
(hi) Any judgment(i) One or more judgments, writ orders or awards (excluding any amounts paid or covered by insurance as to which the insurance company has not disputed coverage) shall be entered by any court against the Borrower or any Material Subsidiary for the payment of money which exceeds, together with all such other judgments, orders, or awards, $100,000,000 in the aggregate, or (ii) a warrant of attachment or execution or similar process shall be issued or levied against property of the Borrower or any similar post-Material Subsidiary pursuant to any judgment process which, together with all other property of the Borrower and its Subsidiaries subject to other such processes, exceeds $100,000,000 in the aggregate, excluding any amounts paid or covered by insurance as to which the insurance company has not disputed coverage; or
(j) one or more ERISA Events shall have occurred that, in the opinion of the Required Lenders, could reasonably be expected to, individually or in the aggregate, result in a payment obligation of the Borrower or any ERISA Affiliate in an amount exceeding $100,000,000; or
(i) any event or condition shall occur which results in the acceleration of the maturity of Indebtedness of the Borrower or any Material Subsidiary (other than the Obligations) in excess of $100,000 and not fully covered by insurance is entered 100,000,000 (individually or filed against in the aggregate with other Indebtedness) or (ii) failure to make any Loan Party, or against any of its properties or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days; provided, that no Event of Default shall be deemed to have occurred hereunder so long as such Loan Party makes all payments when due in accordance with a settlement agreement with respect to payment beyond the applicable judgmentgrace period, writ if any (whether scheduled maturity, required prepayment, acceleration, demand or warrant of attachment or otherwise) in respect of any similar post-judgment process;Indebtedness of the Borrower or any Material Subsidiary (other than the Obligations) in excess of $100,000,000 (individually or in the aggregate with other Indebtedness) or (iii) the Borrower or any Material Subsidiary shall default under any Hedge Transaction which results in a payment obligation of the Borrower or any Material Subsidiary in excess of $100,000,000; or
(il) If Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all All or any material part of the business affairs of Borrower;
(j) The validity or enforceability portion of any Loan Document is shall at any time and for any reason be declared to be null and voidvoid (other than as expressly permitted in this Agreement or as a result of the actions or omissions of the Administrative Agent or any Lender), or a proceeding is shall be commenced by any Loan Party or any Affiliates thereofCredit Party, or by any governmental authority Governmental Authority having jurisdiction over a Loan Partythe Credit Parties, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or any Loan Credit Party denies shall deny that is it has any liability or obligation for the payment of any Obligation purported to be created under any Loan Document;
(k) If any indictment is brought against any of the top three or, if greater in number, any of the “C-suite”, officers of Holdings alleging fraudulent activity;
(l) There is a Change of Control; or
(m) A Material Adverse Effect shall have occurred.
Appears in 1 contract
1Events of Default. So long as The occurrence of any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more of the following conditions and/or events, whether voluntary or involuntary, by operation of law or otherwise, shall constitute an “Event of Default” as and Credit Parties shall thereupon be in default under this Agreement and each of the term is used hereinother Financing Documents:
(a) Failure of the Loan Parties Borrower fails to pay (i) make any payment of principal of the Loan when the same becomes or interest on any Credit Extension on its due and payabledate, or (ii) pay any interest on the Loan payable under this Agreement other Obligations within three (3) Business Days of the date the same becomes after such Obligations are due and payable and (iiiwhich three (3) any fees and expenses payable under this Agreement Business Day grace period shall not apply to payments due on the Maturity Date or any other Loan Document within ten Business Days of the date the same becomes due and payable;of acceleration pursuant to Section 10.2 hereof).
(b) any breach or default by any Loan Credit Party with respect to any Indebtedness having an aggregate principal amount in excess of $100,000, and the holder of such Indebtedness exercises, its right to declare such Indebtedness due prior to its stated maturity solely as a result of such breach or default;
(c) Default occurs defaults in the observance performance of or performance by compliance with any Loan Party of term contained in this Agreement or in any term, covenant other Financing Document (other than the occurrences described in other provisions explicitly set forth in Section 8.1(d)) or other provision of this Agreement, Section 10.1 for which a different grace or any other Loan Document cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied by the Credit Party or waived by Agent within thirty (30) days after the earlier of (i) the date on which a Responsible Officer of receipt by any Loan Party acquires knowledge thereofBorrower of notice from Agent or the Required Lenders of such default, and or (ii) the date notice thereof shall an officer of such Credit Party becomes aware, or through the exercise of reasonable diligence should have been given by Agent to Borrowerbecome aware, of such default;
(c) any Credit Party defaults in the performance of or compliance with any term contained in Section 6.2, 6.4, 6.5, 6.6, 6.7(a), 6.8, 6.9, 6.10, 6.13, 6.15 or 6.16, Article 7 or Article 9;
(d) Default occurs in the observance any representation, warranty, certification or performance statement made by the Loan Parties any Credit Party or any other Person acting for or on behalf of a Credit Party (i) Sections 6.2in any Financing Document or in any certificate, Section 6.4(a CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
(i) any Credit Party materially defaults under or materially breaches any Material Agreement (after any applicable grace period contained therein and such default or breach is not effectively and permanently cured or waived by the applicable counterparties to such Material Agreement within ten (10) Business Days of the occurrence of such default or breach) or a Material Agreement shall be terminated by a third party or parties party thereto prior to the expiration thereof which termination could reasonably be expected to have a Material Adverse Change, or there is a loss of a material right of a Credit Party under any Material Agreement to which it is a party, (ii) (A) any Credit Party or any Subsidiary of a Credit Party fails to make (after any applicable grace period) any payment when due (whether due because of scheduled maturity, required prepayment provisions, acceleration, demand or otherwise) on any Indebtedness (other than the Obligations) of such Credit Party or such Subsidiary having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than [***] ($[***]) (“Material Indebtedness”), (fB) and (h) and Section 6.5(b) and (c) and any other event shall occur or condition shall exist under any contractual obligation relating to any such default Material Indebtedness, if the effect of such event or condition is not remedied within fifteen (15) days after to accelerate, or to permit the earlier acceleration of (Awithout regard to any subordination terms with respect thereto), the maturity of such Material Indebtedness or (C) any such Material Indebtedness shall become or be declared to be due and payable, or be required to be prepaid, redeemed, defeased or repurchased (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof, (iii) the date on which a Responsible Officer occurrence of a Loan Party acquires knowledge thereofany breach or default under any terms or provisions of any Subordinated Debt Document or under any agreement subordinating the Subordinated Debt to all or any portion of the Obligations, and (B) or the date occurrence of any event requiring the prepayment of any Subordinated Debt, or the delivery of any notice thereof shall have been given by Agent with respect to Borrower any Subordinated Debt or pursuant to any Subordination Agreement that triggers the start of any standstill or similar period under any Subordination Agreement, or (iiiv) Section 6.4 (except as otherwise provided above)any Borrower makes any payment on account of any Indebtedness that has been subordinated to any of the Obligations, Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 or any covenant contained in Section 7 other than payments specifically permitted by the terms of this Agreement;
(e) If any representation or warranty made by any Loan Party in this Agreement or any other Loan Document, or made by any Loan Party in any exhibit, statement or certificate attached to this Agreement or furnished to the Lender in connection with this Agreement or any other Loan Document, proves untrue in any material respect on the date as of which madesuch subordination;
(f) an Insolvency Proceeding is commenced (i) any Credit Party or any Subsidiary of a Credit Party shall generally not pay its debts as such debts become due, shall admit in writing its inability to pay its debts generally, shall make a general assignment for the benefit of creditors, or shall cease doing business as a going concern, (ii) any proceeding shall be instituted by any Loan Party;
(g) If an Insolvency Proceeding is commenced or against any Loan Credit Party and any of the following events occur: (a) such Person consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion Subsidiary of the properties a Credit Party in any jurisdiction seeking to adjudicate it a bankrupt or assets ofinsolvent or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, composition of it or to operate all its debts or any substantial portion similar order, in each case under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or seeking the business of, such Loan Party, or (e) entry of an order for relief shall have been issued or entered therein;
(h) Any judgmentthe appointment of a custodian, writ receiver, trustee, conservator, liquidating agent, liquidator, other similar official or warrant other official with similar powers, in each case for it or for any substantial part of attachment or its property and, in the case of any similar post-judgment process in an amount in excess of $100,000 and such proceedings instituted against (but not fully covered by insurance is entered or filed against any Loan Partywith the consent of) such Credit Party or such Subsidiary, or against any of its properties or assets and remains unpaid, unvacated, unbonded either such proceedings shall remain undismissed or unstayed for a period of 60 days; provided, that no Event forty-five (45) days or more or any action sought in such proceedings shall occur or (iii) any Credit Party or any Subsidiary of Default a Credit Party shall be deemed take any corporate or similar action or any other action to have occurred hereunder so long as such Loan Party makes all payments when due authorize any action described in accordance with a settlement agreement with respect to the applicable judgment, writ clause (i) or warrant of attachment or of any similar post-judgment process(ii) above;
(i) If Borrower is enjoinedthe service of process seeking to attach, restrainedexecute or levy upon, seize or confiscate any Collateral Account, any material Intellectual Property, or in any way prevented funds of any Credit Party on deposit with Agent, any Lender or any Affiliate of Agent or any Lender, or (ii) a notice of lien, levy, or assessment is filed against any assets of a Credit Party by any government agency, and the same under subclauses (i) and (ii) hereof are not discharged or stayed (whether through the posting of a bond or otherwise) prior to the earlier to occur of thirty (30) days after the occurrence thereof or such action becoming effective;
(i) any court order enjoins, restrains, or prevents a Credit Party from continuing to conduct all or conducting any material part of its business, (ii) the business affairs institution by any Governmental Authority of Borrowercriminal proceedings against any Credit Party or its Subsidiary, or (iii) one or more judgments or orders for the payment of money (not paid or fully covered by insurance and as to which the relevant insurance company has acknowledged coverage in writing) aggregating in excess of than [***] ($[***]) shall be rendered against any or all Credit Parties or their Subsidiaries CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. and either (A) enforcement proceedings shall have been commenced and not effectively stayed by any creditor upon any such judgments or orders, or (B) there shall be any period of twenty (20) consecutive days during which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in effect;
(i) any Lien created by any of the Financing Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens and other than solely as a result of any action or inaction of Agent or Lenders provided that such action or inaction is not caused by a Credit Party’s failure to comply with the terms of the Financing Documents, or any Credit Party shall so assert; any provision of any Financing Document shall fail to be valid and binding on, or enforceable against, a Credit Party, or any Credit Party shall so assert;
(j) The validity or enforceability of any Loan Document is at any time for any reason declared to be null and void, or a proceeding is commenced by any Loan Party or any Affiliates thereof, or by any governmental authority having jurisdiction over a Loan Party, seeking to establish the invalidity or unenforceability thereof, or any Loan Party denies that is has any liability or obligation purported to be created under any Loan DocumentChange in Control occurs;
(k) If any indictment is brought against Required Permit shall have been (i) revoked, rescinded, suspended, modified in a materially adverse manner or not renewed in the Ordinary Course of Business for a full term, or (ii) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of any of such Required Permit or that could result in the Governmental Authority taking any of the top three oractions described in clause (i) above, if greater in numberand such decision or such revocation, any of the “Crescission, suspension, modification or non-suite”renewal has, officers of Holdings alleging fraudulent activityor could reasonably be expected to have, a Material Adverse Change;
(l) There is (i) the voluntary withdrawal or institution of any action or proceeding by the FDA or similar Governmental Authority to order the withdrawal of any Product or Product category from the market or to enjoin Borrower, its Subsidiaries or any representative of Borrower or its Subsidiaries from manufacturing, marketing, selling or distributing any Product or Product category, in each case, in the United States on in any state thereof, (ii) the institution of any action or proceeding by any DEA, FDA, or any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Regulatory Required Permit held by Borrower, its Subsidiaries or any representative of Borrower or its Subsidiaries, which, in each case, has or could reasonably be expected to result in Material Adverse Change, (iii) the commencement of any enforcement action against Borrower, its Subsidiaries or any representative of Borrower or its Subsidiaries (with respect to the business of Borrower or its Subsidiaries) by DEA, FDA, or any other Governmental Authority which has or could reasonably be expected to result in a Change Material Adverse Change, or (iv) the occurrence of Controladverse test results in connection with a Product which has or could reasonably be expected to result in a Material Adverse Change.
(m) [reserved]; or
(mn) A the occurrence of any fact, event or circumstance that results in a Material Adverse Effect Change. All cure periods provided for in this Section 10.1 shall have run concurrently with any cure period provided for in any applicable Financing Documents under which the default occurred.
Appears in 1 contract
Sources: Credit and Security Agreement (Rigel Pharmaceuticals Inc)