An Event of Default. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at ▇▇▇▇▇▇'s option, all Indebtedness immediately will become due and payable, all without . notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional . In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise . Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently . Election by ▇▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect ▇▇▇▇▇▇'s right to declare a default and to exercise its rights and remedies . RIGHT TO OBTAIN AN APPRAISAL . The Bank reserves the right to obtain an appraisal on any real property collateral at any time and at the expense of the borrower to confirm the value and validity of its security interest in subject collateral . MISCELLANEOUS PROVISIONS . The following miscellaneous provisions are a part of this Agreement : Amendments . This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement . No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment . Arbitration . Borrower and ▇▇▇▇▇▇ agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party . No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement . This includes, without limitation, obtaining injunctive relief or a temporary restraining order ; invoking a power of sale under any deed of trust or mortgage ; obtaining a writ of attachment or imposition of a receiver ; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code . Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party . Borrower and ▇▇▇▇▇▇ agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726 , or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including counterclaims, as lawfully may be referred to arbitration . Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction . Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction . The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes . The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision . Attorneys' Fees ; Expenses . ▇▇▇▇▇▇▇▇ agrees to pay upon demand all of ▇▇▇▇▇▇'s costs and expenses, including ▇▇▇▇▇▇'s attorneys' fees and ▇▇▇▇▇▇'s legal expenses, incurred in connection with the enforcement of this Agreement . Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement . Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services . Borrower also shall pay all court costs and such additional fees as may be directed by the court . Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. Consent to Loan Participation . ▇▇▇▇▇▇▇▇ agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender . Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters . Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests . Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests . Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce ▇▇▇▇▇▇▇▇'s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan . Borrower
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An Event of Default. If any Event of Default shall occur, except where otherwise provided in In this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at ▇▇▇▇▇▇Lender's option, all Indebtedness immediately will become due and payable, all without . notice of any kind to Borrower, except that in In the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional . In addition, Lender shall have all the rights and remedies provided in In the Related Documents or available at lawlaw , in equity, equity . or otherwise . Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently . Election by ▇▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor Granter shall not affect ▇▇▇▇▇▇'s right to declare a default and to exercise its rights and remedies . RIGHT TO OBTAIN AN APPRAISAL All Loans shall be repaid under all circumstances without rel i ef from any Indiana or other valuation and appraisement laws . The Bank reserves ADDITIONAL DOCUMENTS . Borrower shall provide Lender with the right to obtain an appraisal on any real property collateral at any time following additional documents : Articles of Organization and at Company Resolutions . Borrower has provided or will provide Lender with a certified copy of ▇▇▇▇▇▇▇▇'s Articles of Organization, together with a certified copy of resolutions properly adopted by the expense members of the borrower company, under which the members authorized one or more designated members or employees to confirm execute this Agreement, the value Note and validity any and all Security Agreements direcUy or indirectly securing repayment of its security interest the same, and to consummate the borrowings and other transact . ions as contemplated under this Agreement, and to consent to the remedies following any default by Borrower as provided In this Agreement and in subject collateral any Security Agreements . Opinion of Counsel . When required by L ender , ▇▇▇▇▇▇▇▇ has provided or will provide Lender with an opinion of Borrower's counsel certifying to and that : ( 1 ) Borrower's Nole , any Security Agreements and this Agreement constitute valid and binding obligations on Borrower's part that are enforceable in accordance with their respective terms ; ( 2 ) Borrower is validly existing and in good standing ; ( 3 ) Borrower has authority to enter into this Agreement and to consummate the transactions contemplated under this Agreement ; and ( 4 ) such other matters as may have been requested by ▇▇▇▇▇▇ or by ▇▇▇▇▇▇'s counsel . MISCELLANEOUS PROVISIONS . The following miscellaneous provisions are a part of this Agreement : Amendments . This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement . No alteration of or amendment to this Agreement shall be effective unless given in In writing and signed by the party or parties sought to be charged or bound by the alteration or amendment . Arbitration . Borrower and ▇▇▇▇▇▇ agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated pursuant to the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim is filed, upon request of either party . No act to take or dispose of any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement . This includes, without limitation, obtaining injunctive relief or a temporary restraining order ; invoking a power of sale under any deed of trust or mortgage ; obtaining a writ of attachment or imposition of a receiver ; or exercising any rights relating to personal property, including taking or disposing of such property with or without judicial process pursuant to Article 9 of the Uniform Commercial Code . Any disputes, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party . Borrower and ▇▇▇▇▇▇ agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726 , or any similar provision in any other state, the commencement of such an action will not constitute a waiver of the right to arbitrate and the court shall refer to arbitration as much of such action, including counterclaims, as lawfully may be referred to arbitration . Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction . Nothing in this Agreement shall preclude any party from seeking equitable relief from a court of competent jurisdiction . The statute of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable in an action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for these purposes . The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision . Attorneys' Fees ; Expenses . ▇▇▇▇▇▇▇▇ agrees to pay upon demand all of ▇▇▇▇▇▇'s costs and expenses, including ▇▇▇▇▇▇'s attorneys' fees and ▇▇▇▇▇▇'s legal expensesexpenses , incurred in connection with the enforcement of this Agreement . Lender may hire or pay someone else to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement . Costs and expenses include Lender▇▇▇▇▇▇'s attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services . Borrower also shall pay all court costs and such additional fees as may be directed by the court . Borrower Information . Borrower consents to the release of information on or about Borrower by ▇▇▇▇▇▇ in accordance with any court order, law or regulation and in response to credit inquiries concerning Borrower . Caption HeadingsHeadings . Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this AgreementAgreement . Consent to Loan Participation . ▇▇▇▇▇▇▇▇ agrees and consents to Lender's ▇▇▇▇▇▇ ' s sale or transfer, whether now or later, of one or more participation interests Interests in the Loan to one or more purchasers, whether related or unrelated to Lender . Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives wa i ves any rights to privacy Borrower may have with respect to such matters . Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests . Borrower ▇▇▇▇▇▇▇▇ also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests . Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce ▇▇▇▇▇▇▇▇'s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in In the Loan . Borrower▇▇▇▇▇▇▇▇ further agrees that the purchaser of any such participation interests may enforce Its interests irrespective of any personal claims or defenses that Borrower may have against ▇▇▇▇▇▇ . Governing Law . This Agreement will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the
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An Event of Default. If any Each of the following events shall constitute a "Default' or an "Event of Default shall occur, except where otherwise provided in this Agreement or Default":
(a) the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation Company's failure to make further Loan Advances or disbursements), and, at ▇▇▇▇▇▇'s option, all Indebtedness immediately will become due and payable, all without . notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional . In addition, Lender shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise . Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently . Election by ▇▇▇▇▇▇ to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect ▇▇▇▇▇▇'s right to declare a default and to exercise its rights and remedies . RIGHT TO OBTAIN AN APPRAISAL . The Bank reserves the right to obtain an appraisal on any real property collateral at any time and at the expense of the borrower to confirm the value and validity of its security interest in subject collateral . MISCELLANEOUS PROVISIONS . The following miscellaneous provisions are a part of this Agreement : Amendments . This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as pay to the matters set forth in this Agreement . No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment . Arbitration . Borrower and ▇▇▇▇▇▇ agree that all disputes, claims and controversies between them whether individual, joint, or class in nature, arising from this Agreement or otherwise, including without limitation contract and tort disputes, shall be arbitrated Purchaser when due any quarterly payment required pursuant to the Commercial Arbitration Rules Note or failure to pay any portion of the American Arbitration Association in effect at Principal Amount together with accrued and unpaid Interest on the time Maturity Date of the claim is filed, upon request of either party . No act to take or dispose of Note;
(b) any Collateral shall constitute a waiver of this arbitration agreement or be prohibited by this arbitration agreement . This includes, without limitation, obtaining injunctive relief or a temporary restraining order ; invoking a power of sale default under any deed indebtedness of trust the Company in an amount equal to or mortgage ; obtaining a writ greater than $50,000, in the aggregate, which is not cured within 90 calendar days of attachment or imposition of a receiver ; or exercising any rights relating to personal property, including taking or disposing the occurrence of such property with default;
(c) the Company or without judicial process any of its Subsidiaries, pursuant to Article 9 or within the meaning of the Uniform Commercial Code . Any disputesTitle 11, claims, or controversies concerning the lawfulness or reasonableness of any act, or exercise of any right, concerning any Collateral, including any claim to rescind, reform, or otherwise modify any agreement relating to the Collateral, shall also be arbitrated, provided however that no arbitrator shall have the right or the power to enjoin or restrain any act of any party . Borrower and ▇▇▇▇▇▇ agree that in the event of an action for judicial foreclosure pursuant to California Code of Civil Procedure Section 726 U.S. Code, or any similar provision Federal or state law for the relief of debtors (collectively, "Bankruptcy Law"), (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in any other statean involuntary case, (C) consents to the commencement appointment of such an action will not constitute a waiver receiver, trustee, assignee, liquidator or similar official (a "Custodian"), (D) makes a general assignment for the benefit of the right its creditors or (E) admits in writing that it is generally unable to arbitrate and the court shall refer to arbitration pay its debts as much of such action, including counterclaims, as lawfully may be referred to arbitration . Judgment upon any award rendered by any arbitrator may be entered in any court having jurisdiction . Nothing in this Agreement shall preclude any party from seeking equitable relief from they become due;
(d) a court of competent jurisdiction . The statute enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company or any of limitations, estoppel, waiver, laches, and similar doctrines which would otherwise be applicable its Subsidiaries in an action brought by involuntary case, (B) appoints a party shall be applicable Custodian of the Company or any of its Subsidiaries or (C) orders the liquidation of the Company or any of its Subsidiaries;
(e) a final judgment or judgments for the payment of money aggregating in excess of $10,000 are rendered against the Company or any of its Subsidiaries and which judgments are not, within 120 days after the entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 120 days after the expiration of such stay; or
(f) the Company breaches in any arbitration proceedingmaterial respect its obligations under the Note, this Agreement or any other Transaction Document and fails to cure the commencement same within 30 days after the Company's receipt of an arbitration proceeding shall be deemed written notice of the commencement of an action for these purposes . The Federal Arbitration Act shall apply same; or
(g) if the Company or its subsidiaries fails to the construction, interpretation, and enforcement of this arbitration provision . Attorneys' Fees ; Expenses . ▇▇▇▇▇▇▇▇ agrees to pay upon demand all of ▇▇▇▇▇▇'s costs and expenses, including ▇▇▇▇▇▇'s attorneys' fees and ▇▇▇▇▇▇'s legal expenses, incurred in connection (1) maintain or remain compliant with the enforcement requirements under the Wholly Foreign Owned Enterprise ("WFOE") or SAFE required in the Peoples Republic of this Agreement . Lender may hire China, or pay someone else (2) timely file all reports required to help enforce this Agreement, and Borrower shall pay the costs and expenses of such enforcement . Costs and expenses include Lender's attorneys' fees and legal expenses whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post - judgment collection services . Borrower also shall pay all court costs and such additional fees as may be directed filed by the court . Caption Headings. Caption headings in this Agreement are for convenience purposes only Company with the Securities and are not to be used to interpret Exchange Commission, or define the provisions of this Agreement. Consent to Loan Participation . ▇▇▇▇▇▇▇▇ agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests (3) remain a publicly traded corporation in the Loan to one or more purchasers, whether related or unrelated to Lender . Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters . Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests . Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests . Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce ▇▇▇▇▇▇▇▇'s obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan . BorrowerUnited States.
Appears in 1 contract
Sources: Convertible Note Purchase Agreement (Green Planet Bio Engineering Co. Ltd.)