Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; (ii) default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 2 contracts
Sources: Indenture (Red Rock Resorts, Inc.), Indenture (Red Rock Resorts, Inc.)
Defaults and Remedies. The following events constitute “Events of Default includeDefault” under the Indenture: (i) default for 30 days in the payment when due of interest or any Additional Amounts on or with respect to the Notes or the GuaranteesNotes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Issuer, Wind or any Obligor of Wind’s other Restricted Subsidiaries to comply with Section 4.10, Section 4.15, Section 4.24(b) or Section 5.01; (iv) failure by the Issuer, Wind or any of its Wind’s other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company Issuer and Wind by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classclass to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (ivv) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Issuer, Wind or any of Wind’s other Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company Issuer, Wind or any of Wind’s other Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default (I) is caused by a the failure to pay principal on of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (II) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (and not rescinded, cured or waived) aggregates $100 €25.0 million or moremore at any time outstanding (and not rescinded, cured or waived); (vvi) certain failure by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of money that remain undischarged cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after following such judgment final judgment; (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or judgments become final invalid or ceases for any reason to be in full force and non-appealableeffect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (viviii) certain events breach by the Issuer, Wind or any of bankruptcy Wind’s other Restricted Subsidiaries of any material representation or insolvency with respect to warranty or agreement in the Company Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if . Upon any such declaration, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or noticeimmediately. Holders may of not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any an existing Default or Event of Default and its consequences under the Indenture hereunder, except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, interest and premium and Additional Amounts, if any, on the Notes. References herein Notes (including in connection with an offer to interest due purchase); provided, however, that the Holders of a majority in respect aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall include cease to exist, and any liquidated damages payable pursuant Event of Default arising therefrom shall be deemed to Section 6.02 have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability, except a Default or Event of Default relating to the payment of principal, interest, premium or Additional Amounts (if any).
Appears in 2 contracts
Sources: Indenture (VimpelCom Ltd.), Indenture (VimpelCom Ltd.)
Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the Guaranteessubordination provisions of the Indenture); (iib) default in payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture); (iiic) failure by any Obligor the Company to comply with the provisions described under Sections 4.07, 4.09, 4.10, or 4.15; (d) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ive) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiaryof its Subsidiaries) whether such Indebtedness or guarantee Subsidiary Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; (vf) certain failure by the Company or any of its Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (vig) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (h) the Subsidiary Guarantee of any Guarantor is held in judicial proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms such Guarantor's obligations under its Subsidiary Guarantee (other than by reason of a release of such Guarantor from its Subsidiary Guarantee in accordance with the terms of the Indenture). If any Event of Default (other than an Event of Default specified in clause (g) above occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events specified in clause (g) of bankruptcy or insolvency, this Section all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indentureherein. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust tug or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Amcraft Building Products Co Inc), Indenture (Amcraft Building Products Co Inc)
Defaults and Remedies. Events of Default includeinclude in summary form: (i) default for 30 days in the any payment when due of interest on the Notes or the Guaranteesany Note when due; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by an Issuer or any Obligor Guarantor to comply with its obligations under Section 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries to comply for 30 days after notice with Sections 4.06 or 4.07 of the Indenture; (v) failure by an Issuer or any Guarantor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees Indenture for 60 days after written notice to the Company Issuers or a Guarantor by the Trustee or to the Issuers or a Guarantor and Trustee by Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company ARP or any Restricted Subsidiary of ARP (or the payment of which is guaranteed by the Company ARP or any Restricted Subsidiary) Subsidiary of ARP), whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 10.0 million or more; (vvii) certain the failure by ARP, an Issuer or a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary to pay final judgments for the payment by courts of money that remain undischarged competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (viii) except as permitted by the Indenture, any Guarantee of ARP, a Significant Subsidiary or judgments become final group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of ARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall deny or disaffirm its obligations under its Guarantee; and (viix) certain events of bankruptcy or insolvency with respect to ARP, an Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may shall declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to an Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium (including Additional Interest, if any) on, or the principal ofor premium, if any, of the Notes. References herein The Issuers shall deliver to interest due the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers shall also deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute a Default, their status and what action the Issuers are taking or proposing to take in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenturethereof.
Appears in 2 contracts
Sources: Indenture (Atlas Resource Partners, L.P.), Indenture (Atlas Resource Partners, L.P.)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 180 days after notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which if that default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedStated Maturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 50.0 million or more; (v) certain final judgments for the payment of money provided, however, that remain undischarged for if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days after from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vivii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the principal amountNotes to be due and payable immediately, together with any all accrued and unpaid interest, Additional Interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteethereon. Notwithstanding the foregoingpreceding, in the case of if an Event of Default arising from certain events specified in clause (i) or (j) of bankruptcy Section 6.01 of the Indenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or insolvencyany group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will shall become due and payable immediately without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or principal, interest, if anypremium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, or premium, interest or Additional Interest, if any, on, the Notes. References herein The Issuers are required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Global Partners Lp), Indenture (Global Partners Lp)
Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on the Notes on, or the Guarantees; (ii) default in payment of the principal of or premiumLiquidated Damages, if any, on with respect to the Notes or when the Guarantees when same becomes due and payable, payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise, ; (iii3) failure by OI Group or any Obligor of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture, the Notes or Notes, the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class(with respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or property to secure its obligations under the Indenture and the Notes); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which acceleration has not been rescinded, annulled is repaid or cured prepaid within 20 Business Days of receipt by the Company or after such Restricted Subsidiary of such notice) declaration; and, in each any individual case, the due and payable principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 100.0 million or more; (v5) certain any final judgments judgment or order for the payment of money that remain undischarged in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture or the Collateral Documents, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, any amendments thereto and the provisions of the Indenture, any of the Collateral Documents ceases to be in full force and effect or ceases to be effective, in all material respects, to create the Lien purported to be created in the Collateral in favor of the Holders of the Notes for 60 days after such judgment or judgments become final and non-appealablenotice; and (vi10) certain events of bankruptcy or insolvency with respect to the Company failure by OI Group or any of its Significant SubsidiariesRestricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If any an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee mayCompany and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on behalf the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of all a majority in principal amount of the Notesthen outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an acceleration or waive any existing Default or Event of Default and to act with the required standard of care, the Trustee is under no obligation to exercise any of its consequences rights or powers under the Indenture except a continuing Default at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or Event expense. Subject to certain provisions, including those requiring security or indemnification of Default in the payment of interest or premium on, or the principal ofTrustee, the Notes. References herein to interest due Holders of a majority in respect principal amount of the outstanding Notes shall include have the right to direct the time, method and place of conducting any liquidated damages payable pursuant proceeding for exercising any remedy available to Section 6.02 of the IndentureTrustee, with respect to this Note.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Owens Illinois Inc /De/), Fourth Supplemental Indenture (Owens Illinois Group Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, the Notes or the GuaranteesNotes; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees Guarantor for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25at least 30% in aggregate principal amount of the Notes then outstanding voting as to comply with any of the agreements in the Supplemental Indenture (other than a single classdefault referred to in clause (i) or (ii) of Section 6.01 of the Indenture); (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any Restricted Subsidiary) Guarantor), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Supplemental Indenture, which default if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100 million 375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vb) certain final judgments for Non-Recourse Debt (except to the payment of money extent that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any Event contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of Default occurs (i) 1.5% of Total Assets and is continuing(ii) $375.0 million); and (c) to the extent constituting Indebtedness, the Trustee any indemnification, guarantee or the Holders of at least 25% in aggregate principal amount other credit support obligations of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy Company or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or powers at any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the request Company or direction of any of the Holders unless such Holders shall have offered Guarantors: (A) commences a voluntary case, (B) consents to the Trustee security or indemnity satisfactory entry of an order for relief against it in an involuntary case, (C) consents to the Trustee appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the costs, expenses and liabilities which might be incurred by it in compliance with such request Company or direction. The Trustee may withhold from Holders any Guarantor; (B) appoints a custodian of the Notes notice of any continuing Default Company or Event of Default (except a Default Guarantor for all or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of substantially all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect property of the Notes shall include Company or any liquidated damages payable pursuant to Section 6.02 Guarantor; or (C) orders the liquidation of the IndentureCompany or any Guarantor; and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 2 contracts
Sources: Supplemental Indenture (NRG Energy, Inc.), Fifth Supplemental Indenture (NRG Energy, Inc.)
Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on the Notes on, or the Guarantees; (ii) default in payment of the principal of or premiumLiquidated Damages, if any, on with respect to the Notes or when the Guarantees when same becomes due and payable, payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise, ; (iii3) failure by OI Group or any Obligor of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture, the Notes or and the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class(with respect to any Guarantor); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which acceleration has not been rescinded, annulled is repaid or cured prepaid within 20 Business Days of receipt by the Company or after such Restricted Subsidiary of such notice) declaration; and, in each any individual case, the due and payable principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 100.0 million or more; (v5) certain any final judgments judgment or order for the payment of money that remain undischarged in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such judgment entity’s property; or judgments become final (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and non-appealable(c), the order or decree remains unstayed and in effect for 60 days; and (vi9) certain events of bankruptcy or insolvency with respect to the Company failure by OI Group or any of its Significant SubsidiariesRestricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If any an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee mayCompany and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on behalf the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of all a majority in principal amount of the Notesthen outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an acceleration or waive any existing Default or Event of Default and to act with the required standard of care, the Trustee is under no obligation to exercise any of its consequences rights or powers under the Indenture except a continuing Default at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or Event expense. Subject to certain provisions, including those requiring security or indemnification of Default in the payment of interest or premium on, or the principal ofTrustee, the Notes. References herein to interest due Holders of a majority in respect principal amount of the outstanding Notes shall include have the right to direct the time, method and place of conducting any liquidated damages payable pursuant proceeding for exercising any remedy available to Section 6.02 of the IndentureTrustee, with respect to this Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Inc /De/), Indenture (Owens Illinois Group Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue DateJuly 21, 1997, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with such judgment or decree; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or judgments become final and non-appealablethe repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesGuarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest the principal of or premium onor interest, or the principal ofif any, on the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Saevik Shipping As), Indenture (Trico Marine Services Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on the Notes on, or the Guarantees; (ii) default in payment of the principal of or premiumAdditional Interest, if any, on with respect to the Notes or when the Guarantees when same becomes due and payable, payable and the default continues for a period of 30 days; (2) defaults in the payment of the Principal of the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise, ; (iii3) failure by OI Group or any Obligor of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture, the Notes or and the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class(with respect to any Guarantor); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which acceleration has not been rescinded, annulled is repaid or cured prepaid within 20 Business Days of receipt by the Company or after such Restricted Subsidiary of such notice) declaration; and, in each any individual case, the due and payable principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 100.0 million or more; (v5) certain any final judgments judgment or order for the payment of money that remain undischarged in excess of $50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such judgment entity’s property; or judgments become final (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and non-appealable(c), the order or decree remains unstayed and in effect for 60 days; and (vi9) certain events of bankruptcy or insolvency with respect to the Company failure by OI Group or any of its Significant SubsidiariesRestricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If any an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee mayCompany and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on behalf the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of all a majority in principal amount of the Notesthen outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an acceleration or waive any existing Default or Event of Default and to act with the required standard of care, the Trustee is under no obligation to exercise any of its consequences rights or powers under the Indenture except a continuing Default at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or Event expense. Subject to certain provisions, including those requiring security or indemnification of Default in the payment of interest or premium on, or the principal ofTrustee, the Notes. References herein to interest due Holders of a majority in respect principal amount of the outstanding Notes shall include have the right to direct the time, method and place of conducting any liquidated damages payable pursuant proceeding for exercising any remedy available to Section 6.02 of the IndentureTrustee, with respect to this Note.
Appears in 2 contracts
Sources: Indenture (Owens Illinois Group Inc), Indenture (Owens-Illinois Healthcare Packaging Inc.)
Defaults and Remedies. Events An "Event of Default includeDefault" occurs if: (i) default for 30 days the Company defaults in the payment when due of interest on on, or Additional Interest with respect to, the Notes or the Guaranteesand such default continues for a period of 30 days; (ii) default the Company defaults in the payment when due of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries fails to comply with any of the provisions contained in Sections 4.16 or 5.01 of the Indenture; (iv) the Company or any of its other Restricted Subsidiaries for 30 days after notice of such failure fails to comply with any of Sections 3.09, 4.07, 4.09 or 4.10 of the Indenture or with any of the agreements contained in the Indenture, Collateral Documents; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant or other agreement in the Indenture or the Notes or the Guarantees for 60 days after written notice of such failure to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classTrustee; (ivvi) a default occurs under any mortgage, other indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 15.0 million or more; (vvii) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event Restricted Subsidiaries is subject to final judgments aggregating in excess of Default occurs and is continuing$15.0 million, the Trustee which judgments are not paid, discharged or the Holders stayed for a period of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately60 days; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.viii)
Appears in 2 contracts
Sources: Global Note (Southern Star Central Corp), Global Note (Southern Star Central Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days a Default in the any payment when due of interest on any Note when the Notes or the Guaranteessame becomes due and payable occurs, and such default continues for a period of 30 days; (iib) default a Default in the payment of the principal of or premium, if any, on any Note when the Notes or the Guarantees when same becomes due and payable, payable at maturityits Stated Maturity occurs, upon acceleration, optional redemption or otherwise, ; (iiic) failure by the Company or any Obligor guarantor fails to comply with any of its other agreements in the IndentureNotes, the Notes Indenture or any guarantee of the Guarantees Notes, as applicable (other than those referred to in (a) or (b) above) and such failure continues for 60 days after written the notice to specified below; (d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company by the Trustee or the Holders of not less than 25% in aggregate an individual principal amount outstanding of the Notes then outstanding voting as a single class; (iv) default at least $50,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay $50,000,000 or more of the principal of such indebtedness when due and payable after the expiration of any Restricted Subsidiary applicable grace period with respect thereto or which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such payment being made in full or such acceleration having been rescinded or annulled, within a period of 30 days after the notice specified below; (e) any guarantee with respect to the Notes ceases for any reason to be, or the payment of which is guaranteed asserted by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now existsthe guarantor not to be, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior in full force and effect and enforceable in accordance with its terms except to the expiration extent contemplated by this Indenture and any such guarantee of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealableNotes; and (vif) certain events of bankruptcy or insolvency with respect to involving the Company or any guarantor. A Default with respect to Notes under clause (c) and (d) above is not an Event of its Significant SubsidiariesDefault until the Trustee (by written notice to the Company) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) or (d), as applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency involving the Company are Events of Default which will result in the Notes will become being due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest, if any) if it in good faith determines that withholding notice is in not opposed to their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 2 contracts
Sources: First Supplemental Indenture (Southwest Gas Corp), First Supplemental Indenture (Southwest Gas Corp)
Defaults and Remedies. Events An Event of Default includewith respect to this series of Securities is: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesSecurities of this series; (ii) default in payment of principal on them [If the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturitySecurity is subject to redemption insert ", upon acceleration, redemption or otherwise"; and, (iii) if the Security is entitled to a sinking fund also add "or in the making of any sinking fund payment"]; failure by any Obligor the Company for 60 days after notice to it to comply with any of its other covenants, conditions or agreements in the Indenture, the Notes Indenture or the Guarantees Securities of this series; a default under any bond, debenture, note or other evidence of indebtedness for 60 days after written notice to money borrowed by the Company by the Trustee (including a default with respect to Securities of any series other than this series) or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or any Restricted Subsidiary (or including the payment of which is guaranteed by the Company or any Restricted Subsidiary) Indenture), whether such Indebtedness indebtedness now exists or guarantee now exists, or is created after the Issue Dateshall hereafter be created, which default is caused by shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay principal on such Indebtedness at indebtedness when due and payable after the stated final maturity thereof expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness becoming or being declared due and payable prior to the expiration of the grace period provided in date on which it would otherwise have become due and payable, without such Indebtedness on the date of such default (a “Payment Default”)indebtedness having been discharged, or results in the such acceleration of such Indebtedness prior to its express maturity (which acceleration has not having been rescinded, rescinded or annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 30 days after such judgment or judgments become final and non-appealablenotice as provided in the Indenture; and (vi) certain events of bankruptcy or insolvency insolvency. [Add other events of default if applicable.] If an Event of Default with respect to this series of the Company or any of its Significant Subsidiaries. If any Event of Default Securities occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities of this series may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities of this series to be due and payable immediately; provided that if . [If the Holders of at least 25% in aggregate principal Security is a Discounted Security, add "The amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or noticeshall be equal to" [insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company's obligations in respect of the payment of the principal and interest, if any, on the Discounted Securities of this series shall be terminated.] Holders of Securities of this series may not enforce the Indenture or the Notes Securities of this series except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities of this series. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities of this series may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation power with respect to exercise any this series of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionSecurities. The Trustee may withhold from Holders of the Notes Securities of this series notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal or interest, if any) if it determines in good faith that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of Company is required to file periodic reports with the then outstanding Notes by notice Trustee as to the Trustee may, on behalf absence of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenturedefault.
Appears in 2 contracts
Sources: Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes or the GuaranteesSenior Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Senior Notes; (iii) failure by any Obligor Anvil to comply with Section 4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Indenture; (iv) failure by Anvil for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSenior Notes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Anvil or any of its Restricted Subsidiary Subsidiaries or Holdings (or the payment of which is guaranteed by the Company Anvil or any of its Restricted SubsidiarySubsidiaries or Holdings) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; (vvi) certain failure by Anvil or any of its Restricted Subsidiaries or Holdings to pay final judgments for the payment aggregating in excess of money that remain undischarged $3.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee will be held in any judicial proceeding to be unenforceable or judgments become final invalid or will cease for any reason to be in full force and non-appealableeffect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under the Subsidiary Guarantee; (viii) the Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or Holdings, or any Person acting on behalf of Holdings, will deny or disaffirm its obligations under the Guarantee and (viix) certain events of bankruptcy or insolvency with respect to the Company Holdings, Anvil or any of its Significant SubsidiariesSubsidiaries or group of Restricted Subsidiaries that, together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Senior Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to Holdings, Anvil, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes will become due and payable immediately without further action or notice. Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Senior Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Senior Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium and Liquidated Damages, if any, on the Senior Notes. References herein Anvil is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and Anvil is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Cottontops Inc), Indenture (Anvil Holdings Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest on which becomes due and payable upon exercise by the Notes or Company of its option provided for in paragraph 12 hereof and Article 10 of the GuaranteesIndenture which default in either case continues for 30 days; (ii) default in payment of the principal of or premiumPrincipal Amount at Maturity (or, if anythe Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event, on the Notes Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the Guarantees case may be, in respect of the Securities when the same becomes due and payable, at maturity, upon acceleration, redemption or otherwise, ; (iii) failure by any Obligor the Company or the Guarantor to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written Securities, subject to notice to the Company by the Trustee or the Holders and lapse of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classtime; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by (a) failure of the Company or the Guarantor to make any Restricted Subsidiary (or the payment of which is guaranteed by the Company or end of any Restricted Subsidiaryapplicable grace period after maturity of Debt in an amount (taken together with amounts in (b) whether such Indebtedness or guarantee now existsbelow) in excess of $50,000,000, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Indebtedness prior to its express maturity (which acceleration has not Debt without such Debt having been rescinded, annulled or cured within 20 Business Days of receipt by the Company discharged or such Restricted Subsidiary acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of such notice) andtime; provided, in each casehowever, the due and payable principal amount of that if any such Indebtednessfailure or acceleration referred to in (a) or (b) above shall cease or be cured, together with waived, rescinded or annulled, then the due and payable principal amount Event of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealableby reason thereof shall be deemed not to be continuing; and (viv) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiariesinsolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding Notes insolvency are Events of Default which will become result in the Securities becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest, if any(ii) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indentureinterests.
Appears in 2 contracts
Sources: Indenture (Countrywide Home Loans Inc), Indenture (Countrywide Financial Corp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Parent Company or any Obligor of its Restricted Subsidiaries to comply with Sections 4.06 and 5.01 of the Indenture; (iv) failure by the Parent Company or any of its Restricted Subsidiaries to comply with any of its other agreements in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Parent Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Parent Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 35.0 million or more; (vvi) certain the failure by the Parent Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) except as permitted by the Indenture, any Note Guarantee of a Guarantor shall be held in any judicial proceeding to be unenforceable or judgments become final invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (viviii) certain events of bankruptcy or insolvency with respect to the Parent Company or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (ix) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or in the aggregate, (a) any default or breach by the Company or any Guarantor in the performance of its Significant Subsidiariesobligations under the Security Documents or the Indenture which adversely affects in any material respect the condition or value of the Collateral or the enforceability, validity, perfection or priority of the Notes Priority Liens, taken as a whole, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 25% in principal amount of the outstanding notes, or (b) any security interest created under the Security Documents or under the Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Company or any Guarantor asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Parent Company, Company, any Restricted Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. If an Event of Default occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in the Indenture or herein to the contrary notwithstanding. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Parent Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on interest, on, or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the GuaranteesIndenture; (ii) the default in payment when due of the principal of or premium, if any, on the Notes Notes, whether or not prohibited by Article 10 of the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Indenture; (iii) failure by any Obligor to comply with the Company or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 30 days after written specified notice to the Company by from the Trustee or the Holders of not less than at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding voting as a single classto comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (A) is caused by a failure to pay principal on at the final stated maturity of such Indebtedness at the stated final maturity thereof prior (giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default periods and any extension thereof) (a “"Payment Default”"), ; or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 20.0 million or more; (v) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the payment of money that remain undischarged insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 2 contracts
Sources: Indenture (Dominos Inc), Indenture (Dominos Pizza Government Services Division Inc)
Defaults and Remedies. Events (a) Each of Default include: the following events shall be an “Event of Default” with respect to the Securities:
(i) default for 30 days in the any payment when due of interest on any Security when due and payable, and the Notes or the Guarantees; default continues for a period of 30 days;
(ii) default in the payment of the principal of or premium, if any, on the Notes or the Guarantees any Security when due and payable, at maturity, payable on the Maturity Date or upon acceleration, redemption or otherwise, any required repurchase;
(iii) failure by any Obligor the Issuer to comply with its obligation to convert (other than as permitted herein) the Securities in accordance with the Securities upon exercise of a Holder’s conversion right or any Forced Conversion, if such failure continues for three (3) Business Days (such three (3) Business Day Period, a “Conversion Grace Period”); provided, there shall be no more than three Conversion Grace Periods in any 365-day period.
(iv) any material breach of a representation or warranty of the Issuer set forth in Section 3 of the Securities Purchase Agreement, provided if any such representation or warranty is qualified by a materiality or Material Adverse Effect qualifier, it shall be an Event of Default if such representation or warranty was incorrect when made or deemed to have been made;
(v) failure by the Issuer to comply with its other agreements obligations under Section 8, including failure to issue a Fundamental Change Issuer Notice in accordance with Section 8 when due, if such failure continues for three Business Days;
(vi) failure by the Indenture, the Notes or the Guarantees Issuer for 60 days after written notice to the Company by the Trustee or from the Holders of not less than at least 25% in aggregate principal amount of the Notes Securities then outstanding voting as a single class; has been received by the Issuer to comply with any Transaction Document;
(ivvii) default under by the Issuer with respect to any mortgage, indenture agreement or other instrument under which there may be issued outstanding, or by which there may be secured or evidenced evidenced, any Indebtedness indebtedness for money borrowed by the Company or any Restricted Subsidiary in excess of $4,000,000 (or its foreign currency equivalent) in the payment aggregate of which is guaranteed by the Company or any Restricted Subsidiary) Issuer, whether such Indebtedness indebtedness now exists or guarantee now exists, shall hereafter be created (i) resulting in such indebtedness becoming or is created after the Issue Date, which default is caused by being declared due and payable or (ii) constituting a failure to pay the principal on or interest of any such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the debt when due and payable principal amount at its stated maturity, upon required repurchase, upon declaration of any acceleration or otherwise; provided, however, that if such Indebtednessacceleration is rescinded or annulled, together with or such failure to pay is cured, as applicable, then the Event of Default arising under this clause (vi) shall be deemed to have been cured or waived without further action by the Holders so long as the Securities have not already been declared due and payable principal amount of any other such Indebtedness under which there has been hereunder;
(viii) a Payment Default final judgment or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that $4,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Issuer, which judgment is not discharged, paid, bonded, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;
(ix) the Issuer shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any class of its creditors; or
(x) an involuntary case or other proceeding shall be commenced against the Issuer seeking liquidation, reorganization or other relief with respect to the Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property, and such involuntary case or other proceeding shall remain undischarged undismissed and unstayed for a period of 60 days after consecutive days.
(b) If one or more Events of Default shall have occurred and be continuing (whatever the reason for such judgment Event of Default and whether it shall be voluntary or judgments become final involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and non-appealable; in each and every such case (viother than an Event of Default specified in Section 9(a)(ix) certain events of bankruptcy or insolvency Section 9(a)(x) with respect to the Company Issuer or any of its Significant Subsidiaries. If any Event ), unless the principal of Default occurs all of the Securities shall have already become due and is continuingpayable, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes outstanding, by notice in writing to the Issuer, may declare 100% of the principal amountof, together and accrued and unpaid interest on, all the Securities to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in the Securities to the contrary notwithstanding. If an Event of Default specified in Section 9(a)(ix) or Section 9(a)(x) with respect to the Issuer or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Securities shall become and premiumshall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay installments of accrued and unpaid interest upon all Securities and the principal of any and all Securities that shall have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on all Securities that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 9(c), then and in every such case (except as provided in the Notes and Guarantees to be due and payable immediately; provided that if immediately succeeding sentence) the Holders of at least 25% in two-thirds of the aggregate principal amount of the Securities then outstanding Notes declare such acceleration(the “Required Holders”), they shall provide a copy of the acceleration by written notice to the Trustee. Notwithstanding Issuer, may waive all Defaults or Events of Default with respect to the foregoingSecurities and rescind and annul such declaration and its consequences and such Default shall cease to exist, in the case of an and any Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee therefrom shall be under deemed to have been cured for every purpose of this Note; but no obligation such waiver or rescission and annulment shall extend to exercise or shall affect any subsequent Default or Event of the rights Default, or powers at the request or direction of shall impair any of the Holders unless such Holders shall have offered right consequent thereon. Notwithstanding anything to the Trustee security contrary herein, no such waiver or indemnity satisfactory rescission and annulment shall extend to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of shall affect any continuing Default or Event of Default resulting from (except a Default or Event i) the nonpayment of Default relating to the payment of principal or interest(including the Fundamental Change Repurchase Price, if anyapplicable) if it determines that withholding notice is in their interest. The Holders of of, or accrued and unpaid interest on any Securities, (ii) a majority in aggregate principal amount failure to repurchase any Securities when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion or redemption of the then outstanding Notes by notice to the Trustee may, Securities.
(c) The Required Holders may on behalf of the Holders of all of the Notes, rescind an acceleration or Securities waive any existing past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Securities when due that has not been cured pursuant to the provisions of Section 9, (ii) a failure by the Issuer to pay or deliver, as the case may be, the consideration due upon conversion or redemption of the Securities or (iii) a default in respect of a provision hereof which under Section 13 cannot be modified or amended without the Indenture except a continuing consent of each Holder of an outstanding Security affected. Upon any such waiver the Issuer and the Holders of the Securities shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default in or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 9(c), said Default or Event of Default shall for all purposes of this Note be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.
(d) The Issuer shall, within 30 days after the payment occurrence and continuance of interest a Default of which an Officer has actual knowledge, send to all Holders as the names and addresses of such Holders appear upon the Register, notice of all Defaults actually known to an Officer, unless such Defaults shall have been cured or premium on, or waived before the principal of, the Notes. References herein to interest due in respect giving of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenturesuch notice.
Appears in 2 contracts
Sources: Security Agreement (Great Elm Group, Inc.), Security Agreement (Great Elm Capital Group, Inc.)
Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which are more specially described in the Indenture)
(i) default in payment of interest or additional interest when due on the Securities, and such default continues for 30 days in the payment when due of interest on the Notes or the Guaranteesdays; (ii) default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, Securities at maturityStated Maturity , upon accelerationrequired repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, redemption upon declaration or otherwise, ; (iii) the failure by any Obligor the Company to make or consummate a Change of Control Offer or an Asset Sale Offer or to comply with the provisions described under Section 3.2, 3.3 or 4.1; (iv) failure by the Company or a Restricted Subsidiary for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding to comply with any of its other agreements in the Indenture, the Notes this Indenture or the Guarantees for 60 days after written notice Securities or of any Subsidiary Guarantor to the Company by the Trustee or the Holders perform any of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classits other covenants under its Subsidiary Guarantee; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of this Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged, bonded or stayed for a period of 60 days; (vii) any Subsidiary Guarantee of a Significant Subsidiary (or group of Subsidiaries that, taken together, constitutes a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor that is a Significant Subsidiary (or group of Subsidiary Guarantors that, taken together, constitutes a Significant Subsidiary), or any Person acting on behalf of any such Subsidiary Guarantor or Subsidiary Guarantors, shall deny or disaffirm its obligations under its Subsidiary Guarantee; (viii) certain events of bankruptcy, insolvency or reorganization of the Company, or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law. If any an Event of Default (other than an Event of Default described in (viii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in (viii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding Notes the Securities will become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 2 contracts
Sources: Indenture (Portola Packaging, Inc. Mexico, S.A. De C.V.), Indenture (Portola Packaging Inc)
Defaults and Remedies. Events of Default include: (i1) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii2) default in payment when due of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii3) failure by any Obligor the Company or a Subsidiary Guarantor to comply with any of its other agreements covenant in the Indenture, the Notes Indenture (other than a default specified in clause (1) or the Guarantees (2) above) for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25at least 30% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced document evidencing any Indebtedness indebtedness for borrowed money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) Guarantor, whether such Indebtedness or guarantee indebtedness now exists, exists or is created after the Issue Date, which default if that default: (A) is caused by a failure to pay principal when due at final (and not any interim) maturity on such Indebtedness at the stated final maturity thereof or prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”), ; or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity (which without such acceleration has not having been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) otherwise cured), and, in each case, the due and payable principal amount of any such Indebtednessindebtedness, together with the due and payable principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100 300.0 million or more; provided that this clause (v4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain final judgments for the payment designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion); (5) except as permitted by this Indenture, any Subsidiary Guarantee of money any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that remain undischarged for constitutes a period of 60 days after such judgment or judgments become Significant Subsidiary shall be held in any final and non-appealableappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and (vi6)(a) certain events a court of bankruptcy competent jurisdiction (i) enters an order or insolvency with respect to decree under any Bankruptcy Law that is for relief against the Company Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of its Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee Subsidiary in an involuntary case; (ii) appoints a custodian for all or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of substantially all of the Notesproperty of the Company, rescind an acceleration any Subsidiary Guarantor that is a Significant Subsidiary or waive any existing Default group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or Event (iii) orders the liquidation of Default and its consequences under the Indenture except Company, any Subsidiary Guarantor that is a continuing Default Significant Subsidiary or Event any group of Default Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in the payment each of interest clauses (i), (ii) or premium on, or the principal of(iii), the Notes. References herein to interest due order, appointment or decree remains unstayed and in respect effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of the Notes shall include any liquidated damages payable Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to Section 6.02 or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the Indentureentry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.
Appears in 2 contracts
Sources: Indenture (Vistra Energy Corp.), Indenture (Vistra Energy Corp.)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the Guaranteesany Note; (ii) default in the payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payableof principal on any Note, at whether upon maturity, upon acceleration, redemption optional redemption, required repurchase or otherwise, ; (iii) failure by any Obligor to perform or comply with the covenants described in Section 4.13; (iv) failure to perform or comply with any of its other agreements covenant, agreement or warranty in the IndentureSupplemental Indenture (other than specified in clauses (i), the Notes (ii) or the Guarantees (iii) above) which failure continues for 60 days after written notice hereof has been given to the Company Issuer by the Trustee or to the Holders Issuer and the Trustee by the holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company Issuer or any Restricted Subsidiary) , whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which default (A) is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior Stated Maturity (after giving effect to the expiration of the any grace period provided in such Indebtedness on the date of such default related thereto) (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in Stated Maturity. In each case, the due and payable principal amount of any such IndebtednessIndebtedness as to which a Payment Default or acceleration shall have occurred, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; (vvi) certain one or more final judgments and non-appealable judgments, orders or decrees for the payment of money that remain undischarged of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnitees or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry; (vii) a court having jurisdiction in the premises enters (x) a decree for order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or (y) a decree or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 days after such judgment or judgments become final and non-appealableconsecutive days; and (viviii) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its Significant Subsidiaries: commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or consents to the entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or any of any substantial part of its property; or makes an assignment for the benefit of creditors; or admits in writing its inability to pay its debts generally as they become due; or takes corporate action in furtherance of any such action; or (ix) the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and the Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of the Indenture and the Guarantee). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% by notice in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice writing to the Trustee. Notwithstanding Issuer and the foregoing, in Trustee specifying the case of an respective Event of Default arising from certain events and that it is a “notice of bankruptcy or insolvencyacceleration”, all outstanding Notes will and the same shall become immediately due and payable immediately without further action or noticepayable. Holders may not enforce the Indenture or the Notes except as provided in the IndentureIndenture and the Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee mayor exercising any trust or power conferred on it. However, on behalf the Trustee may refuse to follow any direction that conflicts with law or the Supplemental Indenture and the Trustee determines may be unduly prejudicial to the rights of the other Holders of all Notes or that may involve the Trustee in personal liability. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under Default, to deliver to the Indenture except Trustee a continuing statement specifying such Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureDefault.
Appears in 1 contract
Defaults and Remedies. Events Each of Default includethe following constitutes an Event of Default: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company for 60 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of its other covenants, agreements or warranties in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSecurity Documents; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted SubsidiaryCompany) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate hereof, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; more (v) certain failure by the Company or any of its Significant Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vi) other than as permitted under the Security Documents or judgments become final the terms of the Indenture, any of the Security Documents ceases to be in full force and non-appealableeffect, or any of the other Security Documents cease to give the Trustee the Security Interests, rights, powers and privileges purported to be created thereby, or any Security Document is declared null and void, or the Company shall deny or disaffirm any of its obligations under any Security Document or any Collateral becomes subject to any Lien other than Permitted Liens; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default (other than an Event of Default under clause (vii) of the preceding paragraph with respect to the Company or any Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in clause (vii) of the preceding paragraph, with respect to the Company or any Significant Subsidiary, all outstanding Notes will shall ipso facto become due and payable immediately without further action or noticenotice on the part of the Trustee or any Holder. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Defaults and Remedies. Events of Default includeAn "EVENT OF DEFAULT" occurs if: (i) default the Company defaults for a period of 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes or the GuaranteesNotes; (ii) default the Company defaults in the payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries fails to comply with the provisions of Section 5.01 of the Indenture; (iv) the Company or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries fails for 60 30 days after written notice to the Company by the Trustee to comply with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture; (v) the Company or any of its Restricted Subsidiaries fails for 60 days after notice to comply with any of the other agreements in the Indenture or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivvi) default the Company or any of its Restricted Subsidiaries defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (other than a Securitization Entity) (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries (other than a Securitization Entity)) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of this Indenture, which if that default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to on or before the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 50 million or moremore or its foreign currency equivalent; (vvii) certain the Company or any of its Restricted Subsidiaries fails to pay final judgments for the payment aggregating in excess of money that remain undischarged $50 million or its foreign currency equivalent, excluding amounts covered by insurance, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant SubsidiariesSubsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under such Guarantor's Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium Liquidated Damages, if any, on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Ball Corp)
Defaults and Remedies. Events of Default under the Indenture include: (i) a default for 30 days in the payment when due of interest on the Notes or the GuaranteesSecurities; (ii) a default in payment when due of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payableSecurities, at maturity, upon acceleration, redemption maturity or otherwise, ; (iii) a failure by the Company or any Obligor Guarantor to comply with the provisions described under Section 4.10 or 4.13 of the Indenture; (iv) a failure by the Company or any Guarantor for 30 days after notice to comply with the provisions of Section 4.7 or 4.9 of the Indenture; (v) a failure by the Company or any Guarantor for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSecurities; (ivvi) any default that occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiaryof its Significant Subsidiaries) whether such Indebtedness or guarantee now existsexists on the date of the Indenture, or is created after the Issue Datedate of the Indenture, which default is caused by (a) constitutes a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default Payment Default or (a “Payment Default”), or b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which that has been so accelerated, aggregates in excess of $100 million or more20.0 million; (vvii) certain failure by the Company or any of its Significant Subsidiaries to pay a final judgment or judgments for aggregating in excess of $20.0 million entered by a court or courts of competent jurisdiction against the payment Company or any of money that remain undischarged its Significant Subsidiaries which such final judgment or judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (viii) any Guarantee shall cease, for any reason not permitted by the Indenture, to be in full force and effect or judgments become final and non-appealableany Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (viix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities by written notice to the Company and the Trustee, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities to be due and payable immediately; provided immediately (plus, in the case of an Event of Default that if is the Holders result of at least 25% willful actions (or in aggregate principal actions) by or on behalf of the Company intended to avoid prohibitions on redemptions of the Securities contained in the Indenture or the Securities, an amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice premium applicable pursuant to the TrusteeIndenture). Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Notes will Securities shall become due and payable immediately without further action or notice. Holders of the Securities may not enforce the Indenture or the Notes Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their such Holders' interest. The Holders of not less than a majority in aggregate principal amount of the Securities then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the NotesSecurities, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, or interest on the NotesSecurities. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Beverly Enterprises Inc)
Defaults and Remedies. Events of Default include: 103
(ia) default for 30 days in the payment when due of interest on the Notes or the Guarantees; (ii) default in payment of the principal of (or premium, if any, on on) any of the Notes at its stated maturity, upon redemption or exercise of a Repurchase Right or otherwise;
(b) default in the Guarantees payment of interest or Additional Interest, if any, on any of the Notes when due and payable, at maturity, upon acceleration, redemption or otherwise, payable and continuance of such default for a period of 30 days;
(iiic) failure by any Obligor to comply with any of its other agreements default in the Indentureperformance or breach of any term, covenant or agreement of the Notes Company in the Indenture or the Guarantees this Note and continuance of such default or breach for a period of 60 consecutive days after written notice there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% in aggregate principal amount of the Outstanding Notes then outstanding voting as a single class; written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;
(ivd) failure to comply with Section 9.9 of the Indenture, where such failure continues for a period of 30 consecutive days from the date on which the Company first fails to comply with the provisions of such Section 9.9;
(e) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) its Significant Subsidiaries, whether such Indebtedness indebtedness now exists or guarantee now exists, or is shall be created after the Issue Datehereafter, which default (i) is caused by a failure to pay principal on of such Indebtedness at the stated final maturity thereof indebtedness prior to the expiration of the applicable grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”), unless such indebtedness is discharged, or (ii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity (which stated maturity, unless such acceleration has not been rescindedis waived, annulled cured, rescinded or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) amended, and, in each case, the due and payable principal amount of any such Indebtednessindebtedness, together with the due and payable principal amount of any other such Indebtedness indebtedness under which there has been is then existing a Payment Default or the maturity of which has been so accelerated, aggregates $100 10 million or more; ;
(vf) certain final judgments a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the payment Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy or other similar law now or hereafter in effect, (B) appointment of money that a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain undischarged unstayed and in effect for a period of 60 days after such judgment or judgments become final and non-appealable; and 30 consecutive days;
(vig) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy or other similar law now or hereafter in effect, or consents to the entry of its an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant SubsidiariesSubsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or
(h) failure to provide the notice required upon a Change in Control. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events shall occur and be continuing, the principal of bankruptcy all the Notes may be declared, or insolvencymay become, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce in the Indenture or manner and with the Notes except as effect provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Exchange and Redemption Agreement (Ciphergen Biosystems Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes whether or not prohibited by the Guaranteessubordination provisions of the Indenture; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes Notes, whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture; (iii) failure by the Issuer or any Obligor of its Subsidiaries to comply with the provisions of Section 7 hereof; (iv) failure by the Issuer or any of its Restricted Subsidiaries to observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Company Issuer by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivv) default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any Restricted Subsidiary) of its Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity Stated Maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; (vvi) certain failure by the Issuer or any of its Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments have become final and non-appealable, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree that is not promptly stayed; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or Issuer, any of its Restricted Subsidiaries that are Significant Subsidiaries, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee by a Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee. If any Event of Default occurs and is continuing, the Trustee (upon the request of the Holders of at least 25% in principal amount of the then outstanding Notes) or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Issuer is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: First Supplemental Indenture (Lodgenet Entertainment Corp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on or Additional Interest, if any, with respect to, the Notes Notes, whether or not prohibited by the Guaranteessubordination provisions of the Indenture; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture; (iii) failure by any Obligor the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company Issuer by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classclass to comply with any of the other agreements in the Indenture; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any Restricted Subsidiary) of its Significant Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (A) is caused by a failure to pay principal on at the final Stated Maturity of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; (vvi) certain final judgments and decrees for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments decree has become final and non-appealablenon- appealable without being paid, discharged, waived or stayed; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viviii) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its the Issuer's Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediatelypayable; provided that if so long as any Indebtedness permitted to be incurred under the Holders of at least 25% in aggregate principal amount of Credit Agreement is outstanding, such acceleration will not be effective until the then outstanding Notes declare such acceleration, they shall provide a copy earlier of the acceleration of such Indebtedness under the Credit Agreement or five Business Days after receipt by the Issuer of written notice to the Trusteeof such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium or interest, if anyinterest or Additional Interest) if it a committee of its Responsible Officer determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to premium and Additional Interest, if any, or interest due in respect of on, the Notes shall include any liquidated damages payable pursuant (including in connection with an offer to Section 6.02 of purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which are more specifically described in the Indenture) (i) default in any payment of interest or additional interest (as required by the Registration Rights Agreement) on any Security when due, continued for 30 days in the payment when due of interest on the Notes or the Guaranteesdays; (ii) default in the payment of the principal of or premium, if any, on the Notes or the Guarantees any Security when due and payable, at maturityits Stated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by the Company or any Obligor Note Guarantor to comply with its obligations under Section 4.1 of the Indenture; (iv) failure by the Company or any Note Guarantor to comply for 45 days after notice with any of its obligations under Article III of the Indenture (in each case, other agreements in than a failure to purchase Securities, which will constitute an Event of Default under clause (ii), and a failure to comply with Section 4.1 of the Indenture, which will constitute an Event of Default under clause (iii)); (v) failure by the Notes Company or the Guarantees any Note Guarantor to comply for 60 days after written notice to as provided below with its other agreements contained in the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary) , whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default or (a “Payment Default”), or 2) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 20.0 million or more; (vvii) certain events set forth in Section 6.1(7) of the Indenture of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law; (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for the payment of money that remain undischarged in writing), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (ix) any Subsidiary Guarantee, Collateral Document or judgments become final obligation under the Intercreditor Agreement of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the Company and non-appealableits Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture, or its Subsidiary Guarantee any Collateral Document or the Intercreditor Agreement; and or (vix) certain events of bankruptcy or insolvency with respect to any Collateral having a fair market value in excess of $20.0 million, individually or in the aggregate, (A) the security interest under the Collateral Documents, at any time, ceases to be in full force and effect for any reason other than in accordance with their terms and the terms of this Indenture and other than the satisfaction in full of all obligations under this Indenture and discharge of this Indenture, (B) any security interest created thereunder or under this Indenture is declared invalid or unenforceable or (C) the Company or any Note Guarantor asserts, in any pleading in any court of its Significant Subsidiariescompetent jurisdiction, that any such security interest is invalid or unenforceable. If any However, a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Securities by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal amountof, together with any premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. If an Event of Default described in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes Securities will become and Guarantees to be immediately due and payable immediately; provided that if without any declaration or other act on the Holders of at least 25% in aggregate principal amount part of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy Trustee or insolvency, all outstanding Notes will become due and payable immediately without further action or noticeany Holders. Holders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interestprincipal, premium, if any, or interest) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Indenture (Libbey Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on or Additional Interest, if any, with respect to, the Notes Notes, whether or not prohibited by the Guaranteessubordination provisions of the Indenture; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture; (iii) failure by any Obligor the Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company Issuer by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Toggle Notes then outstanding voting as a single classclass to comply with any of the other agreements in the Indenture; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any Restricted Subsidiary) of its Significant Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (A) is caused by a failure to pay principal on at the final Stated Maturity of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 20.0 million or more; (vvi) certain final judgments and decrees for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments decree has become final and non-appealablenonappealable without being paid, discharged, waived or stayed; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viviii) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its the Issuer’s Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Toggle Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Toggle Notes and Guarantees to be due and payable immediatelypayable; provided that if so long as any Indebtedness permitted to be incurred under the Holders of at least 25% in aggregate principal amount of Credit Agreement is outstanding, such acceleration will not be effective until the then outstanding Notes declare such acceleration, they shall provide a copy earlier of the acceleration of such Indebtedness under the Credit Agreement or five Business Days after receipt by the Issuer and the representative under the Credit Agreement of written notice to the Trusteeof such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Toggle Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Toggle Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Toggle Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium or interest, if anyinterest or Additional Interest) if it a committee of its Responsible Officer determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Toggle Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Toggle Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium and Additional Interest, if any, or interest on, the NotesToggle Notes (including in connection with an offer to purchase). References herein The Issuer is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Usp Mission Hills, Inc.)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by any Obligor the Company to comply with Section 5.01 of the Eleventh Supplemental Indenture; (iv) failure by the Company for 180 days after notice to comply with Section 4.03 of the Eleventh Supplemental Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Eleventh Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Eleventh Supplemental Indenture), the Notes Base Indenture (as it relates to the Notes) or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which if such default (a) is caused by a failure to pay principal of, or premium or interest, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 million 20.0 million, provided, however, that if any such Payment Default is cured or more; (v) certain final judgments for the payment of money that remain undischarged for waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days after from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vivii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 9.05 of the Eleventh Supplemental Indenture); and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(a)(ix) or 6.01(a)(x) of the Eleventh Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Eleventh Supplemental Indenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Eleventh Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes except as provided in the IndentureEleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest, if anypremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of interest the principal of or premium on, or the principal of, interest on the Notes. References herein The Issuers are required to interest due in respect deliver to the Trustee annually a statement regarding compliance with the Eleventh Supplemental Indenture and the Base Indenture (as it relates to the Notes), and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 Trustee a statement specifying such Default or Event of the IndentureDefault.
Appears in 1 contract
Sources: Eleventh Supplemental Indenture (Genesis Energy Lp)
Defaults and Remedies. Events of Default include: :
(i1) default for 30 days in the payment when due of interest on the Notes or the Guarantees; (ii) default in payment respect of the principal of (or premium, if any, on on) any Note when due and payable (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise);
(2) default in the Notes or the Guarantees payment of any interest upon any Note when it becomes due and payable, at maturity, upon acceleration, redemption or otherwise, and continuance of such default for a period of 30 days;
(iii3) failure by any Obligor to perform or comply with any the Indenture provisions described under Section 4.3 thereof and continuance of its other agreements in the Indenture, the Notes such failure to perform or the Guarantees comply for 60 a period of 120 days after written notice thereof has been given to the Company Ashland by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due Ashland and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare Notes;
(4) except as permitted by the principal amountIndenture, together any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to be, or it shall be asserted by any Guarantor or Ashland not to be, in full force and effect and enforceable in accordance with its terms;
(5) default in the performance, or breach, of any accrued and unpaid interestcovenant or agreement of Ashland or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clause (1), if any(2) (3) or (4) above), and premium, if any, on all continuance of such default or breach for a period of 60 days after written notice thereof has been given to Ashland by the Notes Trustee or to Ashland and Guarantees to be due and payable immediately; provided that if the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare Notes;
(6) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by Ashland or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $75.0 million, whether such accelerationDebt now exists or shall hereafter be created, they which default or defaults shall provide a copy have resulted in the acceleration of the acceleration notice maturity of such Debt prior to the Trustee. Notwithstanding the foregoing, in the case its express maturity or shall constitute a failure to pay at least $75.0 million of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become such Debt when due and payable immediately without further action after the expiration of any applicable grace period with respect thereto;
(7) the entry against Ashland or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders any Restricted Subsidiary that is a Significant Subsidiary of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust final judgment or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to final judgments for the payment of principal money in an aggregate amount in excess of $75.0 million, by a court or interestcourts of competent jurisdiction, if anywhich judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; or
(8) (i) if it determines Ashland, any Restricted Subsidiary that withholding notice is in their interest. The Holders a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a majority in aggregate principal amount whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of the then outstanding Notes by notice any Bankruptcy Law:
(a) commences a voluntary case,
(b) consents to the Trustee may, on behalf entry of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default order for relief against it in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.an involuntary case,
Appears in 1 contract
Sources: Indenture (Ashland Inc.)
Defaults and Remedies. Events of Default include: (i1) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii2) default in payment when due of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii3) failure by any Obligor the Company or a Subsidiary Guarantor to comply with any of its other agreements covenant in the Indenture, the Notes Indenture (other than a default specified in clause (1) or the Guarantees (2) above) for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25at least 30% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced document evidencing any Indebtedness indebtedness for borrowed money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) Guarantor, whether such Indebtedness or guarantee indebtedness now exists, exists or is created after the Issue Date, which default if that default: (A) is caused by a failure to pay principal when due at final (and not any interim) maturity on such Indebtedness at the stated final maturity thereof or prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”), ; or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity (which without such acceleration has not having been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) otherwise cured), and, in each case, the due and payable principal amount of any such Indebtednessindebtedness, together with the due and payable principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100 300.0 million or more; provided that this clause (v4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain final judgments for the payment designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion); (5) except as permitted by this Indenture, any Subsidiary Guarantee of money any Subsidiary Guarantor that remain undischarged for is a period Significant Subsidiary or any group of 60 days after such judgment or judgments become Subsidiary Guarantors that, taken together would constitute a Significant Subsidiary shall be held in any final and non-appealableappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together would constitute a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together would constitute a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and (vi6)(a) certain events a court of bankruptcy competent jurisdiction (i) enters an order or insolvency with respect to decree under any Bankruptcy Law that is for relief against the Company Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of its Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee Subsidiary in an involuntary case; (ii) appoints a custodian for all or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of substantially all of the Notesproperty of the Company, rescind an acceleration any Subsidiary Guarantor that is a Significant Subsidiary or waive any existing Default group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or Event (iii) orders the liquidation of Default and its consequences under the Indenture except Company, any Subsidiary Guarantor that is a continuing Default Significant Subsidiary or Event any group of Default Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in the payment each of interest clauses (i), (ii) or premium on, or the principal of(iii), the Notes. References herein to interest due order, appointment or decree remains unstayed and in respect effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of the Notes shall include any liquidated damages payable Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to Section 6.02 or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the Indentureentry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.
Appears in 1 contract
Sources: Indenture (Vistra Corp.)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, the Notes or the GuaranteesNotes; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees Guarantor for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25at least 30% in aggregate principal amount of the Notes then outstanding voting as to comply with any of the agreements in the Supplemental Indenture (other than a single classdefault referred to in clause (i) or (ii) of Section 6.01 of the Indenture); (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any Restricted Subsidiary) Guarantor), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Supplemental Indenture, which default if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100 million 375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or moretransfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vb) certain final judgments for Non-Recourse Debt (except to the payment of money extent that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any Event contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of Default occurs (i) 1.5% of Total Assets and is continuing(ii) $375.0 million); and (c) to the extent constituting Indebtedness, the Trustee any indemnification, guarantee or the Holders of at least 25% in aggregate principal amount other credit support obligations of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy Company or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or powers at any standard securitization undertakings of the request Company or direction of any of the Holders unless such Holders shall have offered to Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Trustee security or indemnity satisfactory to the Trustee against the costsSupplemental Indenture, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice any Subsidiary Guarantee of any continuing Default Guarantor (or Event any group of Default Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor (except or any group of Guarantors) that constitutes a Default Significant Subsidiary, or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the Holders failure to consummate the Special Mandatory Redemption, to the extent required, as described under Section 6 or (vii) the Company or any of the Guarantors that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; (B)appoints a custodian of the Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect property of the Notes shall include Company or any liquidated damages payable pursuant to Section 6.02 Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the IndentureCompany or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the Guaranteessubordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture); (iii) failure by any Obligor the Company to comply with any the provisions of its other agreements in Sections 3.08, 4.06, 4.07, 4.21, 5.01 or 5.02 of the Indenture, ; (iv) failure by the Notes or the Guarantees Company for 60 30 days after written notice to the Company by from the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting Notes to comply with any other covenant or agreement (except as a single classprovided in clause (i), (ii) and (iii) above) in the Indenture or herein, (v) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by of the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default (a) is caused by a failure to pay principal on such Indebtedness when due at the final stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million 10,000,000 or more; (vvii) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $10,000,000, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment and are not covered by insurance; or judgments become final and non-appealable; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesRestricted Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Restricted Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, interest or interestLiquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice Company is required to deliver to the Trustee mayannually a statement regarding compliance with the Indenture, on behalf and the Company is required upon becoming aware of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under Default, to deliver to the Indenture except Trustee a continuing statement specifying such Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureDefault.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on interest, on, or Liquidated Damages with respect to, the Notes whether or not prohibited by Article 10 of the GuaranteesIndenture; (ii) the default in payment when due of the principal of or premium, if any, on the Notes Notes, whether or not prohibited by Article 10 of the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Indenture; (iii) failure by any Obligor to comply with the Company or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 30 days after written specified notice to the Company by from the Trustee or the Holders of not less than at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding voting as a single classto comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (A) is caused by a failure to pay principal on at the final stated maturity of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), ; or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 15.0 million or more; (v) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $15.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Dominos Pizza Government Services Division Inc)
Defaults and Remedies. Events (a) The Company is advised and recognizes that the Issuer will assign all of Default include: its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (iother than Unassigned Issuer’s Rights) default for 30 days in against the payment when due of interest on the Notes Company arising under this Loan Agreement or the Guarantees; (ii) default in payment Indenture may be enforced by the Trustee, or the Registered Owners of the principal of or premiumBonds, if any, on to the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by any Obligor to comply with any of its other agreements extent provided in the Indenture, without making the Notes or Issuer a party.
(b) The following shall constitute an "Event of Default" hereunder:
(i) Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or
(ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the Guarantees for 60 days after Trustee shall have given written notice to the Company specifying such default; or
(iii) Failure to pay the principal of or interest on any Indebtedness of the Company for borrowed money, as and when the same shall become due and payable by the Trustee lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the Holders period of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classgrace, if any, allowed with respect thereto; or
(iv) default Default or the happening of any event shall occur under any mortgageindenture, indenture agreement, or other instrument under which there any Indebtedness of the Company for borrowed money may be issued and such default or by which there may be secured or evidenced event shall continue for a period of time sufficient to permit the acceleration of the maturity of any Indebtedness for money borrowed of the Company outstanding thereunder; or
(v) Default shall occur in the observance or performance of any covenant or agreement contained in Sections 7.9 through 7.12 hereof;
(vi) Subject to Section 7.1(c) of the Indenture relating to force majeure, failure by the Company to observe or perform any Restricted Subsidiary (other covenant, condition or agreement on its part to be observed or performed under the Indenture or the payment of which is guaranteed by the Company or any Restricted SubsidiaryLoan Agreement, other than as referred to in subsections (i) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; through (v) certain final judgments for the payment of money that remain undischarged inclusive above, for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, is given to the Company by the Issuer or the Trustee; provided, however, that if the failure stated in the notice is such that can be remedied but not within such 60-day period, it shall not constitute an Event of Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is diligently pursued until the default is remedied; or
(vii) Final judgment or judgments become final and non-appealable; and (vi) certain events for the payment of bankruptcy money aggregating in excess of $250,000 is or insolvency with respect to are outstanding against the Company or against any Property or assets of the Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its Significant Subsidiaries. If any entry; or
(viii) The occurrence of an Event of Default occurs and is continuingunder the Indenture.
(c) Upon the occurrence of an Event of Default, the Trustee (or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events out of bankruptcy Unassigned Issuer’s Rights, the Issuer) shall have the power to proceed with any right or insolvencyremedy granted by the Constitution and laws of the Commonwealth, all outstanding Notes will become due and payable immediately as it may deem best, including without further limitation any suit, action or notice. Holders may not enforce special proceeding in equity or at law, including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the provisions of Section 7.1(c) of the Indenture or relating to force majeure. Upon the Notes except as provided in the Indenture. Subject to certain limitations, Holders occurrence of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or an Event of Default (except a Default or under Section 7.1(a)(ii) of the Indenture and upon the occurrence of any other Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event pursuant to the terms of Default in which the Trustee shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 6.4(b) (other than interest not yet accrued) shall become immediately due and payable.
(d) Any amounts collected for non-payment of interest or premium on, or the principal of, the Notes. References herein to interest due amounts described in respect of the Notes shall include any liquidated damages payable Section 6.4 hereof pursuant to actions taken under this Section 6.02 shall be paid into the Debt Service Fund and applied in accordance with the provisions of the Indenture.
Appears in 1 contract
Sources: Loan Agreement (York Water Co)
Defaults and Remedies. Under the Indenture, Events of Default include: include (i) if the Securities have been converted to semiannual coupon notes following a Tax Event, default for 30 days in the payment when due of interest on the Notes or the Guaranteeswhich default continues for a period of 30 days; (ii) default in payment of the principal of or premiumPrincipal Amount at Maturity (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on the Notes Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the Guarantees case may be, in respect of the Securities when the same becomes due and payable, at maturity, upon acceleration, redemption or otherwise, ; (iii) failure by any Obligor the Company to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written Securities, subject to notice to the Company by the Trustee or the Holders and lapse of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classtime; (iv) default (after expiration of any applicable grace periods) under any mortgagebond, indenture debenture, note or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness other evidence of indebtedness for money borrowed by of the Company having an aggregate outstanding principal amount of in excess of the greater of (a) $10 million or any Restricted Subsidiary (or the payment b) 5% of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue DateConsolidated Net Assets, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided shall have resulted in such Indebtedness on the date of indebtedness being accelerated, without such default (a “Payment Default”)indebtedness being discharged or such acceleration having been cured, waived, rescinded or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of 15 days after receipt by the Company or such Restricted Subsidiary of such notice) andNotice of Default; provided, in each casehowever, the due and payable principal amount of that if any such Indebtednessfailure or acceleration referred to in (a) or (b) above shall cease or be cured, together with waived, rescinded or annulled, then the due and payable principal amount Event of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or moreby reason thereof shall be deemed not to have occurred; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to insolvency; and (vi) failure by the Company to deliver shares of Common Stock or any cash in lieu thereof (together with cash in lieu of its Significant Subsidiariesfractional shares) unless such Common Stock or cash (or cash in lieu of fractional shares) is required to be delivered following conversion of a Security and continuance of such Default for 10 days. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the 110 Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding Notes insolvency are Events of Default which will become result in the Securities becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest, if any(ii) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indentureinterests.
Appears in 1 contract
Defaults and Remedies. (a) Under the Indenture, Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Additional Interest, if any, with respect to the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of principal, or premium, if any, on the Notes or the Guarantees when due and payable, of any Note (at maturity, upon acceleration, redemption or otherwise, ); (iii) default in the payment of principal and interest on Notes required to be repurchased by Section 5.10 or 5.14 of the Indenture or the failure by any Obligor the Parent and its Restricted Subsidiaries to comply with the provisions described under Section 6.01 of the Indenture; (iv) failure by the Parent or any of its Restricted Subsidiaries to perform any other agreements in covenant or agreement of the Indenture, Parent or any of its Restricted Subsidiaries under the Notes or the Guarantees Indenture Documents and such failure continues for 60 days after written notice (specifying the Default, demanding the Default be cured and stating that such notice is a “Notice of Default”) to the Parent or the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Parent or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Indenture (but excluding Indebtedness owing to the Company or any Restricted Subsidiary), which default (A) is caused by a failure to pay principal on of such Indebtedness at the stated final maturity thereof prior to when due and payable after the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has is not been rescinded, annulled or otherwise cured within 20 Business Days days of receipt by the Company Parent or such Restricted Subsidiary of notice of any such noticeacceleration) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 10.0 million (or moreits foreign currency equivalent); (vvi) certain failure by the Parent or any of its Restricted Subsidiaries to pay final judgments for the payment which are non-appealable in an aggregate amount (net of money any amount covered by indemnities or insurance issued by a reputable and creditworthy insurer that remain undischarged has not disclaimed coverage) in excess of $10.0 million (or its foreign currency equivalent), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after following such judgment or judgments become becoming final and non-appealable; (vii)
(A) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents) or (B) the breach or repudiation by the Parent or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document (other than by reason of a release of such obligation or Lien related thereto in accordance with the terms of the Indenture or the Collateral Documents); provided that, in the case of clauses (A) and (viB), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest in favor of the Collateral Agent under any applicable law (other than the law of any foreign jurisdiction) (to the extent required under the Collateral Documents); (viii) except as expressly permitted by the Indenture, any Note Guarantee from Parent or a Significant Subsidiary (or any group of Restricted Subsidiaries that taken together, would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of a release of such Guarantor under such Note Guarantee in accordance with the terms of the Indenture Documents); and (ix) certain events of bankruptcy or insolvency with respect to the Company Parent or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiaries. Subsidiary.
(b) If any Event of Default occurs and is continuingcontinuing and has not been waived by the Holders, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Parent or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interestinterest or Additional Interest, if any) if it determines that withholding notice is in their interest. .
(c) The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Company and the Trustee may, may on behalf of the Holders of all of the Notes waive (including in connection with a purchase of, or tender offer or exchange offer for, Notes, rescind an acceleration or waive ) any existing Default or Event of Default and its consequences under the Indenture (including any acceleration of the Notes), except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or premium onAdditional Interest, or if any, on the principal of, the Notes. References herein to interest due in respect Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration).
(d) In the event of any Event of Default specified in clause (a)(v) above, such Event of Default and all consequences thereof (including any acceleration of the Notes but excluding any resulting payment default, other than as a result of acceleration of the Notes) shall include be annulled, waived and rescinded, automatically and without any liquidated damages payable action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that, both:
(i) either (x) the default giving rise to such Event of Default pursuant to Section 6.02 clause (a)(v) shall be remedied or cured pursuant to the terms of, or waived by the holders of, such Indebtedness or any consequent acceleration of such Indebtedness shall be rescinded, annulled or otherwise cured or (y) such Indebtedness shall have been discharged in full; and
(ii) (x) the rescission and annulment of such acceleration of the IndentureNotes would not conflict with any judgment or decree of any court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of principal, premium, interest or Additional Interest, if any, on the Notes that became due solely because of such acceleration of the Notes, have been cured or waived.
(e) The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the other Indenture Documents and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Thermon Holding Corp.)
Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which is described in greater detail in the Indenture) (i) default for 30 days in the payment of interest, if any, when due of interest on the Notes or the GuaranteesSecurities; (ii) default in payment of the principal or of or premium, if any, on the Notes or the Guarantees Securities when due and payable, at maturityStated Maturity, upon accelerationrequired repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, redemption upon declaration or otherwise, ; (iii) the failure by the Issuers or any Obligor Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2 of the Indenture; (iv) failure by the Issuers to comply for 30 days after written notice with any of its obligations under the covenants described under Section 3.10 of the Indenture (other agreements in than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the Notes or failure by the Guarantees Issuers to comply for 60 days after written notice to with its other agreements contained in the Company by Indenture or under the Trustee Security Documents or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSecurities; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuers or any of its Restricted Subsidiaries), other than Indebtedness owed to the Issuers or a Restricted Subsidiary) , whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Dateissue date of the Initial Securities, which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which the “cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeprovision”) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 20.0 million or moremore (or its foreign currency equivalent); (vvii) certain events of bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”); (viii) failure by the Issuers or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million (or its foreign currency equivalent) (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days or more after such judgment becomes final (the “judgment default provision”); (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the payment Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of money the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that remain undischarged is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee; or (x)(A) any Security Document is held in any judicial proceeding to be unenforceable or invalid in any material respect or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents and except solely as a result of any action taken or not taken by the Collateral Agent acting in its capacity as collateral agent that was required to be taken or not taken by the Collateral Agent acting in its capacity as collateral agent pursuant to the Security Documents, or (B) any security interest created by any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents and except solely as a result of any action taken or not taken by the Collateral Agent that was required to be taken or not taken by the Collateral Agent pursuant to the Security Documents) with respect to Collateral having a fair market value, as determined in good faith by the Company’s Board of Directors, in excess of $5.0 million , and such default continues for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company receives notice thereof from the Trustee or any from the Holders of its Significant Subsidiariesat least 25% in principal amount of the Securities outstanding specifying such default. If any an Event of Default (other than an Event of Default described in clause (vii) of the foregoing paragraph) occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Securities by notice to the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare all the Securities to be due and payable. If an Event of Default described in clause (vii) hereof occurs and is continuing, the principal amountof, together with any accrued and unpaid interestpremium, if any, and premium, if any, accrued and unpaid interest on all the Notes Securities will become and Guarantees to be immediately due and payable immediately; provided that if without any declaration or other act on the Holders of at least 25% in aggregate principal amount part of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the TrusteeTrustee or any Holders. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesSenior Notes; (ii) default in payment when due of the principal of or premium, if any, on the Senior Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) ; failure by any Obligor the Company to perform or comply with the provisions described under Sections 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; failure by the Company for 30 days after notice from the Trustee or the holders of at least 25% in principal amount of the Senior Notes then outstanding to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSenior Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) of its Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default (x) is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in and the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due principal amount of any other such Indebtedness of the Company or any Significant Subsidiary under which there has been a Payment Default or the maturity of which has been accelerated as provided in clause (y), aggregates $5.0 million or more or (y) results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity and payable the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; (v) certain failure by the Company or any of its Subsidiaries to pay final judgments for the payment (other than any judgment as to which a reputable insurance company has accepted full liability in writing) aggregating in excess of money that remain undischarged for a period of 60 $5.0 million which judgments are not paid, discharged or stayed within 45 days after such judgment or judgments become final and non-appealabletheir entry; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 2525 % in aggregate principal amount of the then outstanding Senior Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Senior Notes and Guarantees to be due and payable immediately; provided that . Upon such declaration, the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteebe due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will the foregoing amount shall ipso facto become due and payable immediately without further action or notice. Holders of the Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. Subject to certain limitations, Holders The holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costsoutstanding, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee mayTrustee, may on behalf of the Holders holders of all of the Senior Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages or premium on, or the principal of, the Senior Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Senior Note Indenture (Intermedia Communications Inc)
Defaults and Remedies. Events Under the Indenture, each of Default include: the following is an Event of Default:
(i1) a default for 30 days in the payment when due of interest on the Notes or the Guarantees; when due, continued for 30 days;
(ii2) a default in the payment of the principal of or premium, if any, on the Notes or the Guarantees any Note when due and payable, at maturityits Stated Maturity, upon accelerationredemption, redemption upon required purchase, upon declaration of acceleration or otherwise, ;
(iii3) the failure by the Company, the Issuer or any Obligor Subsidiary Guarantor to comply with its obligations under Section 5.1 of the Indenture regarding certain mergers and consolidations;
(4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 60 days after notice with any of its obligations, covenants or other agreements in under the Indenture, Indenture or the Notes (other than a default referred to in clauses (1), (2) or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv3) above);
(5) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Company, the Issuer or any Restricted Subsidiary (or the payment of which is guaranteed Guaranteed by the Company Company, the Issuer or any Restricted Subsidiary) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default default:
(A) is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior its Stated Maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default Indebtedness) (a “Payment Defaultpayment default”), or ; or
(B) results in the acceleration of such Indebtedness prior to its express maturity (which the “cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) provision”); and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains unpaid, aggregates $100 million or more; more (vor its foreign currency equivalent);
(6) certain failure by the Company, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary to pay final judgments for the payment aggregating in excess of money that remain undischarged $100 million (or its foreign currency equivalent) (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 60 90 days or more after such judgment or judgments become becomes final and non-appealable; and appealable (vithe “judgment default provision”);
(7) certain events (A) the Company, the Issuer or a Significant Subsidiary or any group of bankruptcy or insolvency with respect Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Company Holders), would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:
(i) commences a voluntary case;
(ii) consents to the entry of an order for relief against it in an involuntary case or the filing by it of a petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law;
(iii) consents to the appointment of a Bankruptcy Custodian of it or for any substantial part of its Significant Subsidiaries. If property; or
(iv) makes a general assignment for the benefit of its creditors; or takes any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with comparable action under any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default foreign laws relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.insolvency; or
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on or any Additional Amounts on or with respect to the Notes or when the Guaranteessame becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the principal Principal of or premium, if any, on the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption or otherwise, ; (iii3) failure by OI Group or any Obligor of its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture, the Notes or and the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class(with respect to any Guarantor); (iv5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which acceleration has not been rescinded, annulled is repaid or cured prepaid within 20 Business Days of receipt by the Company or after such Restricted Subsidiary of such notice) declaration; and, in each any individual case, the due and payable principal amount of any such IndebtednessIndebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 150.0 million or more; (v6) certain any final judgments judgment or order for the payment of money that remain undischarged in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days after such judgment days; (7) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or judgments invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become final and non-appealabledue; and (vi9) certain events a court of bankruptcy competent jurisdiction enters an order or insolvency decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the Company order or any of its Significant Subsidiariesdecree remains unstayed and in effect for 60 days. If any an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of the Trustee mayor any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, on behalf of the Holders of all a majority in principal amount of the Notesthen outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an acceleration or waive any existing Default or Event of Default and to act with the required standard of care, the Trustee is under no obligation to exercise any of its consequences rights or powers under the Indenture except a continuing Default at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or Event expense. Subject to certain provisions, including those requiring security or indemnification of Default in the payment of interest or premium on, or the principal ofTrustee, the Notes. References herein to interest due Holders of a majority in respect principal amount of the outstanding Notes shall include have the right to direct the time, method and place of conducting any liquidated damages payable pursuant proceeding for exercising any remedy available to Section 6.02 of the IndentureTrustee, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Owens-Illinois Group Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment of any cash interest, contingent interest or additional amount owing under the Registration Rights Agreement upon any Security when such interest becomes due and payable, and such default in payment of interest on the Notes or the Guaranteesshall continue for 30 days; (ii) default in the payment of the principal of or premiumPrincipal Amount at Maturity (or, if anythe Securities have been converted to Cash Pay Securities following a Tax Event pursuant to Article 10, the Restated Principal Amount), Issue Price -- plus accrued Original Issue Discount, Redemption Price, Purchase Price or Fundamental Change Purchase Price on any Security when the Notes or the Guarantees same becomes due and payable at its Stated Maturity, upon redemption, upon declaration, when due and payable, at maturity, upon acceleration, redemption for purchase by the Company or otherwise, ; (iii) failure by any Obligor the Company to deliver shares of Class A Common Stock (together with cash in lieu of fractional shares) when such Class A Common Stock (or cash in lieu of fractional shares) is required to be delivered upon conversion of a Security and such failure continues for 10 days; (iv) failure by the Company to comply with any of its other agreements in the Indenture, the Notes Securities or the Guarantees Indenture (other than those referred to in clauses (i), (ii) and (iii) above) and such failure continues for 60 30 days after written notice to receipt by the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount a Notice of the Notes then outstanding voting as a single classDefault; (ivv) there shall be (a) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed or under any mortgage, indenture or other instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Significant Subsidiary (or by any Subsidiaries of the Company which in the aggregate would constitute a Significant Subsidiary or under any guarantee of payment of which is guaranteed Indebtedness by the Company or any Restricted Significant Subsidiary or by any Subsidiaries of the Company which in the aggregate would constitute a Significant Subsidiary) , whether such Indebtedness or guarantee now existsexists or shall hereafter be created, or is created after and the Issue Date, which effect of such default is caused by to cause such Indebtedness (or Indebtedness so guaranteed) to become due prior to its stated maturity or (b) a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in any such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeso guaranteed) and, in each case, the any amounts then due and payable owing thereunder; provided, however, that no Default under this clause (v) shall exist if all such defaults and failures to pay relate to Indebtedness (including Indebtedness so guaranteed) with an aggregate principal amount of any such Indebtedness, together with not more than $25,000,000 at the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or moretime outstanding; (vvi) certain final judgments for the payment of money that which in the aggregate exceed $25,000,000 at the time outstanding shall be rendered against the Company or any Significant Subsidiary or any Subsidiaries of the Company which in the aggregate would constitute a Significant Subsidiary by a court of competent jurisdiction and shall remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days after such judgment or judgments become becomes final and non-appealablenonappealable; and or (vivii) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company or any Significant Subsidiary or any Subsidiaries of its the Company which in the aggregate would constitute a Significant SubsidiariesSubsidiary. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding Notes insolvency are Events of Default which will become result in the Securities becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest, if any(ii) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indentureinterests.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days the Company defaults in the payment when due of interest on or with respect to the Notes or when the Guaranteessame becomes due and payable and the default continues for a period of 30 days; (ii2) default the Company defaults in the payment of the principal Principal of or premium, if any, on the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption or otherwise, ; (iii3) failure by OI Group or any Obligor of its Restricted Subsidiaries to comply with the provisions of Section 4.08 of the Indenture; (4) failure by OI Group or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company by from the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classunder the Indenture to comply with any of the other agreements (other than those specified in clause (3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (iv5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity maturity; and (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticei) and, in each any individual case, the due and payable principal amount of any such IndebtednessIndebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 150.0 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; more and (viii) certain events of bankruptcy or insolvency with respect to OI Group has received notice specifying the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, default from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare under the principal amountIndenture and does not cure the default within 30 days; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment or order shall not have been paid, together with discharged or stayed for a period of 60 days after its entry; (7) except as permitted by the Indenture, any accrued and unpaid interest, if any, and premium, if any, on all Guarantee of the Notes and Guarantees by OI Group or any Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be due unenforceable or invalid or shall cease for any reason to be in full force and payable immediatelyeffect or OI Group or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; provided that if (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group, and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration by notice in writing to the Company and the Trustee. Notwithstanding the foregoing, in the case of notice by the Holders, specifying the respective Event of Default and that it is a “notice of acceleration” as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. If an Event of Default arising from certain events specified in clauses (8) or (9) of bankruptcy or insolvencythe preceding paragraph occurs, all outstanding Notes will shall become and be due and payable immediately without further action any declaration, act or noticenotice or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture or At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except non-payment of Principal (or such lesser amount) or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee indemnity and/or security satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of all a majority in principal amount of the Notesoutstanding Notes have the right to direct the time, rescind an acceleration method and place of conducting any proceeding for exercising any remedy available to the Trustee or waive exercising any existing Default trust or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium onpower conferred on it, or the principal of, the Notes. References herein with respect to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenturethis Note.
Appears in 1 contract
Sources: Indenture (O-I Glass, Inc. /DE/)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes or the GuaranteesDebentures; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseDebentures, (iii) failure by the Company or any Obligor of its Subsidiaries for 30 days after notice to comply with Section 4.10 or 4.15 or Article 5 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 60 days after notice to comply with its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classDebentures; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default or (a “Payment Default”), or b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) andmaturity, in each case, either case the due and payable principal amount of any such Indebtedness, Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 20.0 million or more; (vvi) certain final judgments for the payment of money aggregating in excess of $20.0 million that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealableconsecutive days; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Debentures may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Debentures to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes Debentures will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Debentures may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the NotesDebentures. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Exchange Indenture (Crown Castle International Corp)
Defaults and Remedies. Events Each of Default includethe following is an Event of Default: (i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseNotes, (iii) failure by any Obligor the Company to comply with the notice or repurchase provisions of Article 11 of the Indenture, (iv) failure by the Company for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) of its Significant Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay at final stated maturity the principal on amount of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment , or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders, either (i) through the written consent (or as otherwise in accordance with the Applicable Procedures) of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or a tender offer or exchange offer for, the Notes) by notice to the Trustee mayor (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum is present, by the Holders of at least 66 2/3% in the principal amount of outstanding Notes represented at such meeting or, if less, by the Holders of at least a majority in aggregate principal amount of all outstanding Notes by notice to the Trustee, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, or interest on the Notes. References herein to interest due Notes or in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 a covenant or provision of the Indenture under Article 9 thereof which cannot be modified or amended without the consent of each outstanding Note affected. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Events An "Event of Default includeDefault" occurs if: (i) default for 30 days in the payment when due of interest on on, or Additional Amounts with respect to, the Notes (whether or not prohibited by the Guaranteessubordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture); (iii) failure by any Obligor the Company to comply with the covenants contained in sections 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided provided, however, that if so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the Holders earlier of at least 25% in aggregate principal amount (i) the day which is five Business Days after receipt by the Representatives of Designated Senior Debt of such notice of acceleration or (ii) the then outstanding Notes declare such acceleration, they shall provide a copy date of the acceleration notice to the Trusteeof any Designated Senior Debt. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to July 15, 2008 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to July 15, 2008, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Indenture (Microdyne Corp)
Defaults and Remedies. Events Each of Default includethe following is an “EVENT OF DEFAULT”: (i) default for a period of 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in the payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries fails to comply with the provisions of Section 5.01 of the Supplemental Indenture; (iv) the Company or any of its Restricted Subsidiaries fails for 30 days after notice to the Company to comply with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Supplemental Indenture; (v) the Company or any of its Restricted Subsidiaries fails for 60 days after notice to comply with any of the other agreements in the Indenture, the Notes Supplemental Indenture or the Guarantees for 60 days after written notice to Notes; (vi) the Company by the Trustee or the Holders any of not less its Restricted Subsidiaries (other than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivSecuritization Entity) default defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (other than a Securitization Entity) (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries (other than a Securitization Entity)) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of this Supplemental Indenture, which if that default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to on or before the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 50.0 million or moremore or its foreign currency equivalent; (vvii) certain the Company or any of its Restricted Subsidiaries fails to pay final judgments for the payment aggregating in excess of money that remain undischarged $50.0 million or its foreign currency equivalent, excluding amounts covered by insurance, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Supplemental Indenture, any Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under such Guarantor’s Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 Trustee a statement specifying such Default or Event of the IndentureDefault.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which are more specifically described in the Indenture) (i) default for 30 days in the payment of interest or additional interest when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationrequired repurchase or upon optional redemption pursuant to paragraph 5 hereof, redemption upon acceleration or otherwise, ; (iii) the failure by the Company, QS Wholesale or any Obligor Subsidiary Guarantor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after receipt of written notice to the Company given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes then outstanding voting of default under any of the obligations, covenants, or agreements of the Company, QS Wholesale or such Subsidiary Guarantor, as a single classapplicable, contained in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Company, QS Wholesale or any of the Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company Company, QS Wholesale or any of the Restricted Subsidiaries or is recourse to the Company, QS Wholesale or the Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the Company, QS Wholesale or a Restricted Subsidiary) , whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”), ) or (b) results in the acceleration of such Indebtedness prior to its express final maturity (which the “cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeprovision”) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 million 25,000,000 or more; (v) certain events of bankruptcy, insolvency or reorganization of the Company, QS Wholesale or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (the “bankruptcy provisions”); (vi) failure by the Company, QS Wholesale or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25,000,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for the payment of money that remain undischarged in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days after such (the “judgment default provision”); or judgments become final (vii) any Notes Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and non-appealable; the Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (viexcept as contemplated by the terms of the Indenture) certain events of bankruptcy or insolvency with respect to the Company is declared null and void in a judicial proceeding or any of Subsidiary Guarantor denies or disaffirms its Significant Subsidiariesobligations under the Indenture or its Notes Guarantee. If any However, a default under clause (iii) above will not constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare notify the principal amountIssuers of the default and the Issuers do not cure such default within the time specified in such clause after receipt of such notice. If an Event of Default (other than an Event of Default described in clause (v) above) occurs and is continuing, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Trustee by notice to be due and payable immediately; provided that if the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare such acceleration, they shall provide a copy of all the acceleration notice Notes to the Trusteebe due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in clause (v) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding the Notes will become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Indenture (Quiksilver Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Additional Interest with respect to, the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with the provisions of Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.09 or 4.10 of the Indenture and continuance of such failure for 30 days after written notice of such failure is given by the Trustee or by Holders
(a) except with respect to the provisions described under Section 4.03 of the Indenture, failure by the Company or any of its Restricted Subsidiaries to comply with any of its the other agreements in the Indenture, the Notes or the Guarantees Indenture and continuance of this failure for 60 days after written notice to the Company of such failure is given by the Trustee or the by Holders of not less than representing 25% in or more of the aggregate principal amount of the Notes then outstanding voting as a single classto the Company and the Trustee, and (b) failure by the Company to comply with the provisions described under Section 4.03 of the Indenture for 120 days after written notice of such failure is given by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes then outstanding to the Company and the Trustee; (ivvi) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which if that default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedStated Maturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; provided, however, that if, prior to the acceleration of the Notes, any such default is cured or waived or any such acceleration is rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration of such other Indebtedness, as the case may be, such Event of Default shall be automatically rescinded and waived without any action by the Company, the Trustee or the Holders (vso long as such rescission and waiver would not conflict with any judgment or decree); (vii) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million (to the payment of money that remain undischarged extent not covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or judgments become final invalid or shall cease for any reason (other than in accordance with the terms of that Subsidiary Guarantee and non-appealablethe Indenture) to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, Additional Interest on or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Parker Drilling Co /De/)
Defaults and Remedies. Events of Default include: (i) default for 30 days defaults in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes (whether or not permitted by the Guaranteessubordination provisions of the Indenture) and such default continues for a period of 30 days; (ii) default defaults in the payment when due of the principal of or premium, if any, on the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption (including in connection with an offer to purchase) or otherwise, otherwise (whether or not permitted by the subordination provisions of the Indenture); (iii) failure by the Company or any Obligor of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate hereof, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 7.5 million or more; (vvi) certain a final judgment or final judgments for the payment of money that are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the aggregate of all such judgment or undischarged judgments become final and non-appealableexceeds $7.5 million; and (vivii) certain events of bankruptcy or insolvency with respect as described in the Indenture; (viii) and except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to the Company be unenforceable or invalid or shall cease for any reason to be in full force and effect or any of Guarantor or any Person acting on its Significant Subsidiariesbehalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any Event of Default (other than certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if . Upon any such declaration, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteebecome due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become shall be due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or waive decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any existing Default or Event of Default and its consequences under to deliver to the Indenture except Trustee a continuing statement specifying such Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureDefault.
Appears in 1 contract
Sources: Indenture (Flo Fill Co Inc)
Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (ia) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (iib) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iiic) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to comply with the provisions described under Sections 4.12 and 4.16 of the Indenture; (e) failure by the Company for 120 days after notice to comply with the provisions described under Section 4.03 of the Indenture; (f) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivg) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries, whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 50.0 million or more; (vh) certain failure by the Company or any of its Restricted Subsidiaries to pay final non-appealable judgments for the payment entered by a court or courts of money that remain undischarged competent jurisdiction aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (vii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant SubsidiariesSubsidiaries or any group that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in the Indenture, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Centene Corp)
Defaults and Remedies. Events Each of Default includethe following is an Event of Default: (i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseNotes, (iii) failure by any Obligor the Company to comply with the notice or repurchase provisions of Article 11 of the Indenture, (iv) failure by the Company for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) of its Significant Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay at final stated maturity the principal on amount of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment , or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders, either (i) through the written consent (or as otherwise in accordance with the Applicable Procedures) of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee mayor (ii) by the adoption of a resolution, at a meeting of Holders of the outstanding Notes at which a quorum is present, by the Holders of at least 66 2/3% in the principal amount of outstanding Notes represented at such meeting or, if less, by the Holders of at least a majority in aggregate principal amount of all outstanding Notes by notice to the Trustee, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, or interest on the Notes. References herein to interest due Notes or in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 a covenant or provision of the Indenture under Article 9 thereof which cannot be modified or amended without the consent of each outstanding Note affected. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Events An Event of Default includeis: (i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; (iia) default in payment of the principal of, the Convertible Notes, when due at maturity, upon repurchase, upon acceleration or otherwise, whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default for 30 days or premiummore in payment of any installment of interest or Liquidated Damages on the Convertible Notes, whether or not such payment is prohibited by the subordination provisions of the Indenture; (c) default in the payment of the Designated Event Payment in respect of the Convertible Notes on the date therefor, whether or not such payment is prohibited by the subordination provisions of the Indenture; (d) the Company fails to deliver all cash and any shares of Common stock when such cash and Common stock, if any, on are required to be delivered upon conversion of a Convertible Note, or; (e) failure to provide timely notice of a Designated Event; (f) default by the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseCompany (other than a default set forth in clauses (a), (iiib), (c), (d) failure by or (e) above) for 30 days or more after notice in the observance or performance of any Obligor to comply with any of its other agreements covenants in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivg) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its subsidiaries (or the payment of which is guaranteed or secured by the Company or any Restricted Subsidiary) of its subsidiaries), whether such Indebtedness or guarantee now exists, exists on the date of the Indenture or is created after the Issue Datethereafter, which default (i) is caused by a failure to pay when due any principal on of such Indebtedness at the stated final maturity thereof prior to the expiration of within the grace period provided for in such Indebtedness on the date of such default (which failure continues beyond any applicable grace period) (a “Payment Default”), ) or (ii) results in the acceleration of such Indebtedness prior to its express maturity (which without such acceleration has not been rescinded, annulled being rescinded or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeannulled) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $100 million 10,000,000 or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 more and such Payment Default is not cured or such acceleration is not annulled within 30 days after such judgment notice; or judgments become final and non-appealable; and (vih) certain events of bankruptcy or insolvency with respect to failure by the Company or any Material Subsidiary of its Significant Subsidiariesthe Company to pay final, nonappealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating in excess of $10,000,000, which judgments are not stayed, bonded or discharged within 60 days after their entry; or (i) certain events involving bankruptcy, insolvency or reorganization of the Company or any Material Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes may declare the unpaid principal amountof, together with any and accrued and unpaid interest, if any, interest and premiumLiquidated Damages, if any, on all the Convertible Notes and Guarantees then outstanding to be due and payable immediately; provided , except that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency, or insolvencyreorganization with respect to the Company, all outstanding Convertible Notes will become due and payable immediately without further action or notice. Holders of Convertible Notes may not enforce the Indenture or the Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Notes. Subject to certain limitations, Holders holders of a majority in aggregate principal amount of the then outstanding Convertible Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes holders notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal principal, or interestinterest or Liquidated Damages, if anyapplicable) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice Company must furnish annual compliance certificates to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureTrustee.
Appears in 1 contract
Sources: Indenture (Credence Systems Corp)
Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes or the Guaranteesand such default continues for a period of 30 days; (iib) default in the payment when due of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iiic) failure by any Obligor the Company to comply with any of the provisions of Sections 3.10 or 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other agreements covenant or other agreement in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (ivf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (ii) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 million 20,000,000 or more, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (vg) certain a final judgment or final judgments for the payment of money that are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries, and such judgment or judgments remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the aggregate of all such judgment unpaid or undischarged judgments become final and non-appealableexceeds $20,000,000 (excluding amounts covered by insurance); and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Indenture or the release of such Subsidiary Guarantee in accordance with the Indenture). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its A2-8 consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Tesoro Alaska Co)
Defaults and Remedies. (a) Under the Indenture, Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Additional Interest, if any, with respect to, the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of principal, or premium, if any, on the Notes or the Guarantees of any Note when due and payable, at maturity, upon accelerationoptional redemption, redemption upon required purchase, upon acceleration or otherwise, ; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with its obligations under Section 5.10, 5.14, or 5.15 or Article 6 of the Indenture; (iv) failure to perform any other covenant or agreement of the Company or any of its other agreements in Subsidiaries under the Indenture, the Notes or the Guarantees Indenture Documents for 60 30 days after the earlier to occur of (x) written notice to the Company by the Trustee or the Holders holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classclass and (y) the date on which any of the Chairman of the Board, the President, the Chief Financial Officer or the Treasurer became aware of such failure; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 10.0 million (or moreits foreign currency equivalent); (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and which are non-appealableappealable aggregating in excess of $10.0 million (or its foreign currency equivalent) (not covered by
(A) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents) or (B) the breach or repudiation by the Company or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document; provided that, in the case of clauses (A) and (B), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest; (viii) except as expressly permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee in writing; and (viix) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiaries. Subsidiary.
(b) If any Event of Default (other than an Event of Default specified in subsection (i) or (j) of Section 7.01 of the Indenture with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary) occurs and is continuingcontinuing and has not been waived by the Holders, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that . Upon any such declaration, the Notes shall become due and payable immediately. Notwithstanding the foregoing, if an Event of Default specified in subsection (i) or (j) of Section 7.01 of the Indenture occurs with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall be due and payable immediately without further action or notice. The Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration by written notice to the Trustee. Notwithstanding Trustee may on behalf of all of the foregoing, in Holders rescind an acceleration and its consequences if the case of an Event rescission would not conflict with any judgment or decree and if all existing Events of Default arising from certain events (except nonpayment of bankruptcy principal, premium, if any, interest or insolvencyAdditional Interest, all outstanding Notes will if any, that has become due solely because of the acceleration) have been cured or waived and payable immediately without further action all sums paid or noticeadvanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of the Trustee and its agents and counsel have been paid or deposited with the Trustee or provision therefor reasonably satisfactory to the Trustee has been made. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interestinterest or Additional Interest, if any) if it determines that withholding notice is in their interest. .
(c) The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or premium onAdditional Interest, or if any, on the principal of, the Notes. References herein to interest due in respect Notes (except a rescission of acceleration of the Notes shall include any liquidated damages payable pursuant to Section 6.02 by the Holders of at least a majority in aggregate principal amount of the Indenturethen outstanding Notes and a waiver of the payment default that resulted from such acceleration).
(d) In the event of any Event of Default specified in clause (a)(v) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that:
(i) Indebtedness or guarantee that is the basis for such Event of Default has been discharged;
(ii) holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default;
(iii) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and
(iv) all existing Events of Default, except nonpayment of principal, premium or interest or Additional Interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.
(e) The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by any Obligor the Company to comply for 30 days after notice with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Initial Issuance Date, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 million 10.0 million, and provided, further, that if such default is cured or more; (v) certain final judgments for the payment of money that remain undischarged for waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 60 10 days after from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vi) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, any Guarantor or any Significant SubsidiariesSubsidiary as specified in Section 6.01(h) or 6.01(i) of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization respecting the Company or any Significant Subsidiary described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or principal, interest, if anypremium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or premium onAdditional Interest, or the principal ofif any, on the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Medic Systems Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by any Obligor the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company for 180 days after notice to comply with Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture (including Sections 4.10 and 4.15) or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Initial Issuance Date, which if such default (a) is caused by a failure to pay principal of, or premium or interest, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 million 20.0 million, provided that if any such Payment Default is cured or more; (v) certain final judgments for the payment of money that remain undischarged for waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days after from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vivii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 10.04 of the Indenture); and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(9) or 6.01(10) of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(9) or 6.01(10) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest, if anypremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest the principal of or premium on, or the principal of, interest on the Notes. References herein The Issuers are required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Genesis Energy Lp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesExchange Debentures; (ii) default in the payment when due of the principal of or premium, if any, premium on the Notes or the Guarantees when due and payable, Exchange Debentures at maturity, upon acceleration, redemption or otherwise, (iii) failure by any Obligor to comply with any of its other agreements ; default in the performance or breach of the provisions of Section 4.07, Section 4.09, Section 4.10 or Section 4.15 of the Indenture, ; default by the Notes or the Guarantees Company for 60 days after written notice to the Company by from the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes Exchange Debentures then outstanding voting in the performance of any other covenant, warranty or other agreement in the Indenture or the Exchange Debentures; prior to the time that the Company has at least four operating satellites, default after expiration of any applicable grace periods by the Company, or any of its Affiliates under the Hughes Satellite Contract or the Arianespace Launch Contract, of whic▇ ▇▇▇ Trustee or the Company has received notice from Hughes or Arianespace, as a single classthe case may be, and which default would pe▇▇▇▇ ▇he other party thereto to terminate such contract; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary of its Subsidiaries (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Dateof its Subsidiaries), which default is caused by a failure to pay when due principal or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of within the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), or results in and the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default, aggregates $10.0 million or more; default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), which default results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness, together with the principal amount of any other Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 10.0 million or more; (v) certain failure by the Company or any of its Subsidiaries to pay final judgments for (other than any judgment as to which a reputable insurance company has accepted full liability or any judgment entered against the payment Company in a jurisdiction outside of money that remain undischarged for a period the United States which the Company in good faith after consultation with counsel believes is not enforceable against the Company outside of such jurisdiction) aggregating in excess of $5.0 million which judgments are not stayed within 60 days after such judgment their entry; or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company Company, any Subsidiary Guarantor or any Significant Subsidiary of its Significant Subsidiariesthe Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Exchange Debentures may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Exchange Debentures to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes Exchange Debentures will become due and payable immediately without further action or notice. Holders of the Exchange Debentures may not enforce the Indenture or the Notes Exchange Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Exchange Debentures may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Exchange Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Exchange Debentures then outstanding Notes outstanding, by notice to the Trustee mayTrustee, may on behalf of the Holders of all of the Notes, rescind an acceleration or Exchange Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the NotesExchange Debentures. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Events The Indenture provides that each of Default includethe following constitutes an Event of Default: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes or the GuaranteesSenior Discount Notes; (ii) default in payment when due of the Accreted Value of or the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Senior Discount Notes; (iii) failure by any Obligor of the Issuers or any of their Restricted Subsidiaries to comply with the covenants contained in Sections 4.7, 4.9 or 5.1; (iv) failure by any of the Issuers or any of their Restricted Subsidiaries for 30 days after notice to comply with the covenants contained in Sections 4.10 or 4.15; (v) failure by any of the Issuers or any of their Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSenior Discount Notes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by any of the Company Issuers or any of their Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by any of the Company Issuers or any of their Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 5.0 million or more; (vvii) certain failure by any of the Issuers or any of their Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $5.0 million (excluding amounts covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency with respect to any of the Company Issuers or any of its their Restricted Subsidiaries that constitute a Significant SubsidiariesSubsidiary, or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Senior Discount Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Senior Discount Notes and Guarantees to be due and payable immediately; provided that if so long as any Indebtedness permitted to be incurred pursuant to the Holders Senior Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of at least 25% in aggregate principal amount (i) an acceleration of such Indebtedness under the Senior Credit Facility and (ii) five business days after receipt by the Issuers of written notice of such acceleration of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the TrusteeSenior Discount Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to any of the Issuers or any of their Restricted Subsidiaries, all outstanding Senior Discount Notes will become due and payable immediately without further action or notice. Holders of the Senior Discount Notes may not enforce the Indenture or the Senior Discount Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the then outstanding Senior Discount Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Senior Discount Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at maturity of the Senior Discount Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Senior Discount Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the Accreted Value or principal of, the Senior Discount Notes. References herein The Issuers are required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default that is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default includeDefault” under the Indenture: An “Event of Default” occurs if or upon:
(i1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in the payment when due connection with a Change of interest on the Notes or the Guarantees; Control Triggering Event;
(ii2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Notes or the Guarantees Indenture when due and payable, at maturity, its Stated Maturity or upon acceleration, optional redemption or otherwiseotherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(iii3) failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 90 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of not less than 2530% in aggregate principal amount of the outstanding Notes then outstanding voting as a single class; with any of the Issuers’ obligations under Article 4 or 5 of the Indenture (ivin each case, other than an Event of Default under Section 6.01 (a)(1) or 6.01(a)(2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company either Issuer or any Restricted Subsidiary of its Significant Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company either Issuer or any Restricted Subsidiaryof its Significant Subsidiaries) other than Indebtedness owed to either Issuer or a Significant Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default default:
(a) is caused by a failure to pay principal at Stated Maturity on such Indebtedness at the stated final maturity thereof prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default Indebtedness; or
(a “Payment Default”), or b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) maturity; and, in each case, the due and payable aggregate principal amount of any such Indebtedness, together with the due and payable aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 €200.0 million or more;
(5) either Issuer or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (v60) certain calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by the Issuers or any Significant Subsidiary to pay final judgments for the payment aggregating in excess of money €200.0 million (exclusive of any amounts that remain undischarged a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after such the judgment or judgments become becomes final and non-appealable; and
(7) any Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or a Guarantor denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(vib) certain events A default under Sections 6.01(a)(3), or 6.01(a)(6) of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Indenture will not constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may under the Indenture notify the Issuers of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing the Trustee by notice to either Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes under the Indenture by written notice to either Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal amountof, together with any premium, if any, and accrued and unpaid interest, if any, and premiumincluding Additional Amounts, if any, on all the Notes and Guarantees under the Indenture to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes. References herein to interest Notes will become and be immediately due in respect and payable without any declaration or other act on the part of the Notes shall include Trustee or any liquidated damages payable pursuant to Section 6.02 of the IndentureHolders.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which is described in greater detail in the Indenture) (i) default for 30 days in payment of interest or Additional Interest (as required by the payment Registration Rights Agreement), if any, when due of interest on the Notes or the GuaranteesSecurities; (ii) default in payment of the principal or of or premium, if any, on the Notes or the Guarantees Securities when due and payable, at maturityStated Maturity, upon accelerationrequired repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, redemption upon declaration or otherwise, ; (iii) the failure by the Issuers or any Obligor Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2 of the Indenture; (iv) failure by the Issuers to comply for 30 days after written notice with any of its obligations under the covenants described under Section 3.10 of the Indenture (other agreements in than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the Notes or failure by the Guarantees Issuers to comply for 60 days after written notice to with its other agreements contained in the Company by Indenture or under the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classSecurities; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company Issuers or any of its Restricted Subsidiaries), other than Indebtedness owed to the Issuers or a Restricted Subsidiary) , whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Dateissue date of the Initial Securities, which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which the “cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeprovision”) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 20.0 million or moremore (or its foreign currency equivalent); (vvii) certain events of bankruptcy, insolvency or reorganization of the Issuers or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary (the “bankruptcy provisions”); (viii) failure by the Issuers or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million (or its foreign currency equivalent) (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for the payment of money that remain undischarged in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days or more after such judgment becomes final (the “judgment default provision”); or judgments become final and non-appealable; and (viix) certain events any Subsidiary Guarantee of bankruptcy a Significant Subsidiary or insolvency with respect to group of Restricted Subsidiaries that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant SubsidiariesSubsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. If any an Event of Default (other than an Event of Default described in clause (vii) of the foregoing paragraph) occurs and is continuing, the Trustee by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Securities by notice to the Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare all the Securities to be due and payable. If an Event of Default described in clause (vii) hereof occurs and is continuing, the principal amountof, together with any accrued and unpaid interestpremium, if any, and premium, if any, accrued and unpaid interest (including Additional Interest) on all the Notes Securities will become and Guarantees to be immediately due and payable immediately; provided that if without any declaration or other act on the Holders of at least 25% in aggregate principal amount part of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the TrusteeTrustee or any Holders. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Indenture (Colt Finance Corp.)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 5.0 million (or morethe equivalent thereof in any other currency or currency unit), and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for aggregating in excess of $5.0 million (or the payment of money that remain undischarged equivalent thereof in any other currency or currency unit), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or judgments become final and non-appealablethe repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viviii) certain events of bankruptcy or insolvency with respect to the Company Company, any Guarantor or any of its Significant SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or premium onLiquidated Damages, or the principal ofif any, on the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Pumpkin Air Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on the Notes or when the Guaranteessame becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the principal Principal of or premium, if any, on the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption or otherwise, ; (iii3) failure by OI Group or any Obligor of its Restricted Subsidiaries to comply with the provisions of Section 4.08 of the Indenture; (4) failure by OI Group or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company by from the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classunder the Indenture to comply with any of the other agreements (other than those specified in clause (3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (iv5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any Restricted Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity maturity; and (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticei) and, in each any individual case, the due and payable principal amount of any such IndebtednessIndebtedness is equal to or in excess of $75.0 million, or such Indebtedness together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 150.0 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; more and (viii) certain events of bankruptcy or insolvency with respect to OI Group has received notice specifying the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, default from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare under the principal amountIndenture and does not cure the default within 30 days; (6) any final judgment or order for payment of money in excess of $75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, together with discharged or stayed for a period of 60 days after its entry; (7) except as permitted by the Indenture, any accrued and unpaid interest, if any, and premium, if any, on all Guarantee of the Notes and Guarantees by OI Group or any Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be due unenforceable or invalid or shall cease for any reason to be in full force and payable immediatelyeffect or OI Group or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; provided that if (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; and (9) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group, and, with respect to (a), (b) and (c), the order or decree remains unstayed and in effect for 60 days. If an Event of Default other than an Event of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice in writing to the Trustee mayCompany and the Trustee, on behalf in the case of notice by the Holders of all of Holders, specifying the Notes, rescind an acceleration or waive any existing Default or respective Event of Default and that it is a “notice of acceleration” as provided in the Indenture, may declare the unpaid Principal of and any accrued and unpaid interest on all the Notes to be due and payable immediately. Upon such declaration the Principal (or such lesser amount) and interest shall be due and payable immediately. If an Event of Default specified in clause (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due immediately without any declaration, act or notice or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes has been made, the Holders of a majority in principal amount of the then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal (or such lesser amount) or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture except a continuing Default at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee security and indemnity satisfactory to it against any loss, liability or Event expense. Subject to certain provisions, including those requiring security or indemnification of Default in the payment of interest or premium on, or the principal ofTrustee, the Notes. References herein to interest due Holders of a majority in respect principal amount of the outstanding Notes shall include have the right to direct the time, method and place of conducting any liquidated damages payable pursuant proceeding for exercising any remedy available to Section 6.02 of the IndentureTrustee, with respect to this Note.
Appears in 1 contract
Sources: Indenture (Owens-Illinois Group Inc)
Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (ia) default for 30 days in the payment when due of interest on interest, or with respect to, the Notes or the GuaranteesNotes; (iib) default in payment payment, when due at Stated Maturity, upon acceleration, redemption, required repurchase or otherwise, of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iiic) failure by the Company or any Obligor Restricted Subsidiary to comply with the provisions of Section 4.12, 4.18 or 5.01 of the Indenture; (d) failure by the Company or any Restricted Subsidiary for 45 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ive) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (Subsidiary, or the payment of which is guaranteed by the Company or any Restricted Subsidiary) , whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default if that default: (i) is caused by a failure to pay principal on of, or interest or premium, if any, on, such Indebtedness when due at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), ; or (ii) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedStated Maturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 US$25.0 million or more; (vf) certain final failure by the Company or any Restricted Subsidiary to pay final, non-appealable judgments for the payment aggregating in excess of money that remain undischarged US$25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (vig) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in the Indenture, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interestinterest or Special Interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in their interestthe interests of the Holders. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, premium, if any, or interest or premium onSpecial Interest or Additional Amounts, or if any. The Company is required to deliver to the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Quebecor Media Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by any Obligor the Company to comply with Section 3.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after written notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Initial Issuance Date, which if such default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 30.0 million or more; (v) certain final judgments for the payment of money more provided that remain undischarged for if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 30 days after from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vi) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $30.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in
Section 6.01 (h) or 6.01(i) of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or principal, interest, if anypremium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or premium onAdditional Interest, or the principal ofif any, on the Notes. References herein The Issuers are required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Events of Default includeDefault. Each of the following is an “Event of Default”: (i) default in any payment of interest or Additional Interest, if any, on any Note when due and payable, and which default remains uncured for 30 days days; default in the payment when due of interest on the Notes or the Guarantees; (ii) default in payment of the principal amount of or premium, if any, on the Notes or the Guarantees any Note issued under this Indenture when due and payable, at maturityits Stated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, (iii) ; failure by any Obligor to comply with any of its other the Company’s agreements or obligations contained in the Indenture, the Notes or the Guarantees this Indenture for 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of not less than 2530% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary) , whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate hereof, which default default: is caused by a failure to pay principal on of such Indebtedness Indebtedness, at the its stated final maturity thereof prior (after giving effect to the expiration of the any applicable grace period periods) provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”), ; or results in the acceleration of such Indebtedness prior to its express stated final maturity (which the “cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) provision”); and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 75.0 million or more; failure by the Company or any Significant Subsidiary (vor group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries) certain would constitute a Significant Subsidiary), to pay final judgments for the payment aggregating in excess of money that $75.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy issuers, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or judgments become final decree which is not promptly stayed (the “judgment default provision”); or any Guarantee of the Notes ceases to be in full force and non-appealableeffect, other than in accordance with the terms of this Indenture or a Guarantor denies or disaffirms its obligations under its Guarantee of the Notes, other than in accordance with the terms of this Indenture or upon release of such Guarantee in accordance with this Indenture; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: commences a voluntary case or proceeding; consents to the entry of an order for relief against it in an involuntary case or proceeding; consents to the appointment of a Custodian of it or for substantially all of its property; makes a general assignment for the benefit of its creditors; consents to or acquiesces in the institution of a bankruptcy or an insolvency proceeding against it; or takes any comparable action under any foreign laws relating to insolvency; and a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: is for relief against the Company or Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary, in an involuntary case; appoints a Custodian of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary, for substantially all of its property; orders the winding up or liquidation of the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together as of the latest audited consolidated financial statements for the Company, would constitute a Significant Subsidiary; or or any similar relief is granted under any foreign laws and the order, decree or relief remains unstayed and in effect for 60 consecutive days. However, a default under clauses (3), (4) or (5) of this Section 6.1 will not constitute an Event of Default until the Trustee or the Holders of 30% in principal amount of the outstanding Notes notify the Company of the default and, with respect to clauses (3) and (5) the Company does not cure such default within the time specified in clauses (3) or (5), as applicable, of this Section 6.1 after receipt of such notice. Acceleration. If any Event of Default (other than an Event of Default described in clause (7) or (8) of Section 6.1 with respect to the Company) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal amountof, together with any and accrued and unpaid interest, if any, on all the Notes to be due and premiumpayable. Upon such a declaration, the principal of and accrued and unpaid interest, if any, on all the Notes and Guarantees to will be due and payable immediately; provided that if . In the Holders event of at least 25% in aggregate principal amount a declaration of acceleration of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case because of an Event of Default arising from certain events specified in clause (4) of bankruptcy or insolvency, all outstanding Notes will become due Section 6.1 has occurred and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal ofcontinuing, the Notes. References herein to interest due in respect declaration of acceleration of the Notes shall include be automatically annulled and without any liquidated damages payable pursuant to Section 6.02 action by the Trustee or the Holders, if within 30 days after such declaration of the Indenture.acceleration arose:
Appears in 1 contract
Sources: Indenture (CHURCHILL DOWNS Inc)
Defaults and Remedies. Events of Default include: (i1) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii2) default in payment when due of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii3) failure by any Obligor the Company or a Subsidiary Guarantor to comply with any of its other agreements covenant in the Indenture, the Notes Indenture (other than a default specified in clause (1) or the Guarantees (2) above) for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced document evidencing any Indebtedness indebtedness for borrowed money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) Guarantor, whether such Indebtedness or guarantee indebtedness now exists, exists or is created after the Issue Date, which default if that default: (A) is caused by a failure to pay principal when due at final (and not any interim) maturity on such Indebtedness at the stated final maturity thereof or prior to the expiration of the any grace period provided in such Indebtedness on the date of such default indebtedness (a “Payment Default”), ; or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturity (which without such acceleration has not having been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) otherwise cured), and, in each case, the due and payable principal amount of any such Indebtednessindebtedness, together with the due and payable principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100 100.0 million or more; provided that this clause (v4) shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain final judgments for designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion); (5) except as permitted by the payment Indenture, any Subsidiary Guarantee of money any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that remain undischarged for constitutes a period of 60 days after such judgment or judgments become Significant Subsidiary shall be held in any final and non-appealableappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and (vi6)(a) certain events a court of bankruptcy competent jurisdiction (i) enters an order or insolvency with respect to decree under any Bankruptcy Law that is for relief against the Company Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of its Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee Subsidiary in an involuntary case; (ii) appoints a custodian for all or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of substantially all of the Notesproperty of the Company, rescind an acceleration any Subsidiary Guarantor that is a Significant Subsidiary or waive any existing Default group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or Event (iii) orders the liquidation of Default and its consequences under the Indenture except Company, any Subsidiary Guarantor that is a continuing Default Significant Subsidiary or Event any group of Default Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in the payment each of interest clauses (i), (ii) or premium on, or the principal of(iii), the Notes. References herein to interest due order, appointment or decree remains unstayed and in respect effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of the Notes shall include any liquidated damages payable Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to Section 6.02 or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the Indentureentry of an order for relief against it in an involuntary case; (iii) consents to the appointment of a custodian of it or for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.
Appears in 1 contract
Defaults and Remedies. Events Generally, an Event of Default includeoccurs if: (i) default for 30 days the Company defaults in the payment of any interest or Liquidated Damages, if any, on any Security when it becomes due of interest on and payable, and the Notes or the Guaranteesdefault continues for 30 days; (ii) default the Company defaults in the payment of the principal of of, or premium, if any, on the Notes or the Guarantees when due and payableon, any Security at maturity, upon acceleration, redemption or otherwise, its Maturity; (iii) failure by the Company defaults in the performance, or breach, of any Obligor to comply with any other term, covenant or warranty of its other agreements the Company in the Indenture, and the Notes default or the Guarantees breach continues for a period of 60 days after written notice there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as Securities of that series a single classwritten notice specifying the default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (iv) default certain events of bankruptcy or liquidation with respect to the Company occur; or (v) the Company defaults under any mortgage, indenture debt or under any instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness debt for money borrowed by the Company or any of its Restricted Subsidiary (Subsidiaries or the under any guarantee of payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries of debt for money borrowed (other than a default under any debt of El Paso or one or more Subsidiaries of El Paso (other than the Company or any of its Restricted Subsidiaries. If any ) guaranteed by one or more of the Company's Restricted Subsidiaries), whether such debt or guarantee now exists or shall hereafter be created, and the effect of such default is to result in such debt becoming due prior to its stated maturity; provided, however, that no Event of Default under this clause (v) shall exist if all such defaults do not relate to such debt or such guarantees with an aggregate principal amount in excess of $25 million at the time outstanding; and provided further, that if such default under such bond, debenture, note or other evidence of debt for borrowed money or mortgage, indenture or other instrument shall be cured by the Company or its Restricted Subsidiary, or be waived by the holders of such debt, in each case as may be permitted by such bond, debenture, note or other evidence of debt for borrowed money or any mortgage, indenture or other instrument, then the Event of Default under this clause (v) by reason of such default shall be deemed likewise to have been thereupon cured or waived. If an Event of Default (other than an Event of Default specified in clause (iv) above) occurs and is continuing, the Trustee may, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare by notice to the Company and the Trustee, and the Trustee shall, upon the request of such Holders the principal amountof, together with any accrued and unpaid interestpremium, if any, and premiumaccrued and unpaid interest and Liquidated Damages, if any, on all the Notes then outstanding Securities (if not then due and Guarantees payable) to be immediately due and payable, and upon any such declaration the same shall become and be immediately due and payable. The amount due and payable immediately; provided that if upon the Holders acceleration of at least 25any Security is equal to 100% in aggregate of the principal amount of the then outstanding Notes declare such accelerationthereof plus premium, they shall provide a copy of the acceleration notice if any, and accrued and unpaid interest and Liquidated Damages, if any, to the Trustee. Notwithstanding the foregoing, in the case date of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or noticepayment. Holders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or If an Event of Default specified in clause (except a Default or Event of Default relating iv) above with respect to the payment of principal or interestCompany occurs, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, on, accrued and unpaid interest on, and Liquidated Damages, if any, on all Securities then outstanding shall ipso facto become and be immediately due and payable without any declaration, notice or other act on the Notes. References herein to interest due in respect part of the Notes shall include Trustee or any liquidated damages payable pursuant to Section 6.02 of the IndentureHolder.
Appears in 1 contract
Sources: Indenture (El Paso Natural Gas Co)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by any Obligor the Company to comply with Section 5.01 of the Fifteenth Supplemental Indenture; (iv) failure by the Company for 180 days after notice to comply with Section 4.03 of the Fifteenth Supplemental Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Fifteenth Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Fifteenth Supplemental Indenture), the Notes Base Indenture (as it relates to the Notes) or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which if such default (a) is caused by a failure to pay principal of, or premium or interest, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 million 20.0 million, provided, however, that if any such Payment Default is cured or more; (v) certain final judgments for the payment of money that remain undischarged for waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days after from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vivii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than, in any such case, by reason of release of a Guarantor in accordance with Section 9.05 of the Fifteenth Supplemental Indenture); and (ix) certain events of bankruptcy, insolvency or reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary of the Company or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(a)(ix) or 6.01(a)(x) of the Fifteenth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Fifteenth Supplemental Indenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Fifteenth Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes except as provided in the IndentureFifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest, if anypremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of interest the principal of or premium on, or the principal of, interest on the Notes. References herein The Issuers are required to interest due in respect deliver to the Trustee annually a statement regarding compliance with the Fifteenth Supplemental Indenture and the Base Indenture (as it relates to the Notes), and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 Trustee a statement specifying such Default or Event of the IndentureDefault.
Appears in 1 contract
Sources: Fifteenth Supplemental Indenture (Genesis Energy Lp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor of its Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or judgments become final invalid or shall cease for any reason to be in full force and non-appealableeffect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Defaults and Remedies. Events Each of Default includethe following is an Event of Default: (i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseNotes, (iii) failure by the Company or any Obligor of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its other agreements in the IndentureRestricted Subsidiaries, the Notes or the Guarantees Guarantor or any of its Restricted Subsidiaries, for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class; to comply with any of their other covenants or agreements in the Indenture, (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default if that default: (a) is caused by a failure to pay at final stated maturity the principal on amount of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 100.0 million or more; , (vvi) certain failure by the Company or any of its Restricted Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, to pay final judgments for which are non-appealable aggregating in excess of $100.0 million (net of applicable insurance which has not been denied in writing by the payment of money that remain undischarged insurer), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealable; and days, (vivii) certain events of bankruptcy or insolvency with respect to the Company Company, the Guarantor or any of its their Significant Subsidiaries. If , (viii) except as permitted by the Indenture, the Guarantee of the Guarantor being held in any Event judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect or is caused by the Guarantor's, or any Person's (such Person acting on behalf of Default occurs the Guarantor), denial or disaffirmation of its obligations under the Guarantee or (ix) except as permitted by the Indenture, any of the Pledge Documents cease to be in full force and is continuingeffect (other than in accordance with their respective terms or the terms of the Indenture), or any of the Pledge Documents cease to give the Trustee or the Holders of at least 25% in aggregate principal amount of Company, as the then outstanding Notes case may declare be, the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Liens purported to be due created thereby, or any Pledge Document is declared null and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteevoid. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Charter Communications Holdings Capital Corp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company to comply with the provisions of Section 3.10, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after written notice to comply with any of its other agreements in the this Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Initial Issuance Date, which if such default (a) is caused by a failure to pay principal of, interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) Stated Maturity and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 30.0 million or more; (v) certain final judgments for the payment of money more provided that remain undischarged for if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 30 days after from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or judgments become final and non-appealabledecree; and (vi) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Significant Subsidiaries. If Restricted Subsidiaries to pay final judgments aggregating in excess of $30.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% Subsidiary Guarantee shall be held in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees judicial proceeding to be due unenforceable or invalid or shall cease for any reason to be in full force and payable immediatelyeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from and (viii) certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitationsFinance Corp., Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Holders unless such Holders shall have offered to the Trustee security Company or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders any group of Restricted Subsidiaries of the Notes notice of any continuing Default or Event of Default (except Company that, taken together, would constitute a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount Significant Subsidiary of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration Company as specified in Section 6.01(h) or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.6.01(i)
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on (or Special Interest, if any, on) the Notes or the GuaranteesNotes; (ii) default in the payment when due of the principal of of, or premium, if any, on on, the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption or otherwise, ; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then including Additional Notes and Exchange Notes, if any, then-outstanding voting as a single classclass to comply with any of the other agreements in the Indenture or the Notes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary (Subsidiaries or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries (in each case, other than Indebtedness owed to the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default if that default: (a) is caused by a failure to pay make any payment of principal on or interest when due at the Stated Maturity thereof (giving effect to any applicable grace periods and any extensions thereof) of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been that is then subject to a Payment Default or the maturity of which has been so accelerated, aggregates $100 30.0 million or more; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $30.0 million (net of amounts that are expected, in the good faith judgment of the Company, to be covered by insurance issued by reputable third party insurance companies and for which the payment of money that remain undischarged applicable insurance company has not denied liability in writing), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealablebecomes final; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary or any Guarantor; (viii) any security interest or Lien purported to be created by any Security Document with respect to any Collateral having, individually or in the aggregate, a Fair Market Value in excess of $5.0 million which (a) ceases to be in full force and effect, (b) ceases, other than through an act or omission of the Collateral Trustee, to give the Collateral Trustee, for the benefit of the Holders, the Liens, rights, powers and privileges purported to be created and granted thereby (including a perfected first-priority security interest in and Lien on, all of the Collateral thereunder) in favor of the Collateral Trustee or (c) is asserted in writing by the Company or any Guarantor not to be, a valid, perfected, first priority security interest in or Lien on the Collateral covered thereby; or (ix) an “Event of Default” as defined in any Mortgage. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then then-outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Titan International Inc)
Defaults and Remedies. Events (a) The Company is advised and recognizes that the Issuer will assign all of Default include: its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (iother than Unassigned Issuer’s Rights) default for 30 days in against the payment when due of interest on the Notes Company arising under this Loan Agreement or the Guarantees; (ii) default in payment Indenture may be enforced by the Trustee, or the Registered Owners of the principal of or premium2008A Bonds, if any, on to the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by any Obligor to comply with any of its other agreements extent provided in the Indenture, without making the Notes or Issuer a party.
(b) The following shall constitute an "Event of Default" hereunder:
(i) Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or
(ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the Guarantees for 60 days after Trustee shall have given written notice to the Company specifying such default; or
(iii) Failure to pay the principal of or interest on any Indebtedness of the Company for borrowed money, as and when the same shall become due and payable by the Trustee lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the Holders period of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classgrace, if any, allowed with respect thereto; or
(iv) default Default or the happening of any event shall occur under any mortgageindenture, indenture agreement, or other instrument under which there any Indebtedness of the Company for borrowed money may be issued and such default or by which there may be secured or evidenced event shall continue for a period of time sufficient to permit the acceleration of the maturity of any Indebtedness for money borrowed of the Company outstanding thereunder; or
(v) Default shall occur in the observance or performance of any covenant or agreement contained in Sections 6.9 through 6.12 hereof;
(vi) Subject to Section 6.1(c) of the Indenture relating to force majeure, failure by the Company to observe or perform any Restricted Subsidiary (other covenant, condition or agreement on its part to be observed or performed under the Indenture or the payment of which is guaranteed by the Company or any Restricted SubsidiaryLoan Agreement, other than as referred to in subsections (i) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; through (v) certain final judgments for the payment of money that remain undischarged inclusive above, for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, is given to the Company by the Issuer or the Trustee; provided, however, that if the failure stated in the notice is such that is can be remedied but not within such 60-day period, it shall not constitute an Event of Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is diligently pursued until the default is remedied; or
(vii) Final judgment or judgments become final and non-appealable; and (vi) certain events for the payment of bankruptcy money aggregating in excess of $250,000 is or insolvency with respect to are outstanding against the Company or against any Property or assets of the Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its Significant Subsidiaries. If any entry; or
(viii) The occurrence of an Event of Default occurs and is continuingunder the Indenture.
(c) Upon the occurrence of an Event of Default, the Trustee (or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events out of bankruptcy Unassigned Issuer’s Rights, the Issuer) shall have the power to proceed with any right or insolvencyremedy granted by the Constitution and laws of the Commonwealth, all outstanding Notes will become due and payable immediately as it may deem best, including without further limitation any suit, action or notice. Holders may not enforce special proceeding in equity or at law, including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the provisions of Section 6.1(c) of the Indenture or relating to force majeure. Upon the Notes except as provided in the Indenture. Subject to certain limitations, Holders occurrence of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or an Event of Default (except a Default under Section 61(a)(i) or 7.1(a)(ii) of the Indenture and upon the occurrence of any other Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event pursuant to the terms of Default in which the Trustee shall have declared the 2008A Bonds immediately due and payable, then all payments required to be made by the Company under Section 5.4(b) (other than interest not yet accrued) shall become immediately due and payable.
(d) Any amounts collected for non-payment of interest or premium on, or the principal of, the Notes. References herein to interest due amounts described in respect of the Notes shall include any liquidated damages payable Section 5.4 hereof pursuant to actions taken under this Section 6.02 shall be paid into the Debt Service Fund and applied in accordance with the provisions of the Indenture.
Appears in 1 contract
Sources: Loan Agreement (York Water Co)
Defaults and Remedies. (a) Events of Default under the Indenture include: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the Guaranteessubordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture); (iii) failure by the Company or any Obligor of its Subsidiaries to comply with the provisions of Sections 4.10 and 5.01 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 30 days after notice by the Trustee or by the Holders of at least 25% in principal amount of Notes to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (ivv) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be secured or evidenced and outstanding any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which if that default (a) is caused by a failure to pay principal on at the final stated maturity of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $25.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment 90 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or judgments become final invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor that is a Significant Subsidiary, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. .
(b) If any Event of Default occurs and is continuing, the Trustee Trustee, upon request of the Holders of at least 25% in principal amount of the Notes then outstanding, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% by notice in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice writing to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due Company and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of specifying the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or respective Event of Default and its consequences that such notice is an Acceleration Notice, and the same (i) shall become immediately due and payable or (ii) if there are any accounts outstanding under the Indenture except a continuing Default Credit Agreement, shall become immediately due and payable upon the first to occur of (x) an acceleration under the Credit Agreement or Event (y) five Business Days after receipt by the Company and the Representative under the Credit Agreement of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.such Acceleration Notice but only if such
Appears in 1 contract
Defaults and Remedies. (a) The following events constitute “Events of Default includeDefault” under the Indenture: An “Event of Default” occurs if or upon:
(i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; (ii1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, continued for 30 days;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Notes or the Guarantees Indenture when due and payable, at maturityits Stated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ;
(iii3) failure by any Obligor to comply for 30 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with any of its obligations under Article 4 and 5 of the Indenture (in each case, other agreements in than a failure to purchase Notes which will constitute an Event of Default under Section 6.01(a)(2) of the Indenture, the Notes or the Guarantees );
(4) failure to comply for 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of not less than 2530% in aggregate principal amount of the outstanding Notes then outstanding voting as a single class; with its other agreements contained in the Indenture;
(iv5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company either Issuer or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company either Issuer or any of its Restricted SubsidiarySubsidiaries) other than Indebtedness owed to either Issuer or a Restricted Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate hereof, which default default:
(a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default Indebtedness; or
(a “Payment Default”), or b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) maturity; and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 €100.0 million or more;
(6) either Issuer or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (v60) certain calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(7) failure by the Issuers or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments for the payment aggregating in excess of money €100.0 million (exclusive of any amounts that remain undischarged a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final;
(8) any security interest under the Security Documents on any material Collateral shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the Security Document and the Indenture) for any reason other than the satisfaction in full of all obligations under this Indenture or the release or amendment of any such judgment security interest in accordance with the terms of the Indenture or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company such Security Document or any such security interest created thereunder shall be declared invalid or unenforceable or either Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; or
(9) any Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or a Guarantor denies or disaffirms its Significant Subsidiaries. obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(b) A default under Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) and 6.01(a)(7) of the Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in principal amount of the outstanding Notes under the Indenture notify either Issuer of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) or 6.01(a)(7) of the Indenture, as applicable, after receipt of such notice.
(c) If any an Event of Default occurs and is continuing, continuing the Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may under the Indenture by written notice to either Issuer, may, and the Trustee at the request of such Holders shall, declare the principal amountof, together with any premium, if any, and accrued and unpaid interest, if any, and premiumincluding Additional Amounts, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all outstanding the Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenturedeclaration.
Appears in 1 contract
Defaults and Remedies. Events Each of Default includethe following is an Event of Default: (i) default for 30 days in the payment when due of interest on the Notes or the Guarantees; Notes, (ii) default in payment when due of the principal of Accreted Value of, or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseNotes, (iii) failure by the Company or any Obligor of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its other agreements in the IndentureRestricted Subsidiaries, the Notes or the Guarantees Guarantor or any of its Restricted Subsidiaries, for 60 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% in of the aggregate principal amount at maturity of the Notes then outstanding voting as a single class; to comply with any of their other covenants or agreements in the Indenture, (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default if that default: (a) is caused by a failure to pay at final stated maturity the principal on amount of such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 100.0 million or more; , (vvi) certain failure by the Company or any of its Restricted Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries to pay final judgments for which are non-appealable aggregating in excess of $100.0 million (net of applicable insurance which has not been denied in writing by the payment of money that remain undischarged insurer), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealable; and days, (vivii) certain events of bankruptcy or insolvency with respect to the Company or the Guarantor or any of its their Significant Subsidiaries. If , (viii) except as permitted by the Indenture the Guarantee of the Guarantor being held in any Event judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect or is caused by the Guarantor's, or any Person's (such Person acting on behalf of Default occurs the Guarantor), denial or disaffirmation of its obligations under the Guarantee or (ix) except as permitted by the Indenture any of the Pledge Documents cease to be in full force and is continuingeffect (other than in accordance with their respective terms or the terms of the Indenture), or any of the Pledge Documents cease to give the Trustee or the Holders of at least 25% in aggregate principal amount of Company, as the then outstanding Notes case may declare be, the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Liens purported to be due created thereby, or any Pledge Document is declared null and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteevoid. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable in an amount equal to (x) the Accreted Value of the Notes outstanding on the date of acceleration, if such declaration is made prior to the Full Accretion Date or (y) the entire principal amount at maturity of all the Notes outstanding on the date of acceleration, plus accrued interest, if any, to the date of acceleration, if such declaration is made after the Full Accretion Date. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal Accreted Value of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Charter Communications Holdings Capital Corp)
Defaults and Remedies. Events The Indenture provides that an Event of Default include: with respect to the Securities occurs when any of the following occurs:
(ia) default for 30 days in the payment of interest or Liquidated Damages, if any, on any of the Securities when due and payable and continuance of interest on the Notes or the Guaranteessuch default for a period of 30 days; or
(iib) default in the payment of the principal of (or premium, if any, on on) any of the Notes or the Guarantees when due and payable, Securities at maturityits Stated Maturity, upon acceleration, redemption or otherwise; or
(c) default in the payment of principal, interest or Liquidated Damages, if any, on any of the Securities required to be purchased pursuant to a Repurchase Right;
(d) default in the performance or breach of any covenant or agreement of the Company in this Indenture or under the Securities (other than a default in the performance, or breach, of a covenant or agreement specified in the preceding clause (a), (iiib) failure by any Obligor to comply with any or (c)), and continuance of its other agreements in the Indenture, the Notes such default or the Guarantees breach for 60 a period of 30 consecutive days after written notice there has been given, by registered or certified mail, to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or by the Holders of at least 25% in aggregate principal amount of the then Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder;
(e) there occurs with respect to any issue or issues of Indebtedness of the Company or any Restricted Subsidiary having an outstanding Notes may principal amount of $10.0 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees such Indebtedness to be due and payable immediatelyprior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled by the earlier of (x) the expiration of any applicable grace period or (y) the thirtieth day after such default; provided that if and/or (II) the Holders failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended by the earlier of at least 25% (x) the expiration of any applicable grace period or (y) the thirtieth day after such default;
(f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10.0 million in the aggregate principal amount for all such final judgments or orders (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Restricted Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the then final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding Notes declare and not paid or discharged against all such accelerationPersons to exceed $10.0 million during which a stay of enforcement of such final judgment or order, they by reason of a pending appeal or otherwise, shall provide a copy not be in effect;
(g) there are certain events of bankruptcy, insolvency or reorganization of the acceleration notice to the TrusteeCompany or any Significant Subsidiary. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events shall occur and be continuing, the principal of bankruptcy or insolvency, all outstanding Notes will become the Securities may be declared due and payable immediately without further action or notice. Holders may not enforce in the Indenture or manner and with the Notes except as effect provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days defaults in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes (whether or not permitted by the Guaranteessubordination provisions of the Indenture) and such default continues for a period of 30 days; (ii) default defaults in the payment when due of the principal of or premium, if any, on the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption (including in connection with an offer to purchase) or otherwise, otherwise (whether or not permitted by the subordination provisions of the Indenture); (iii) failure by the Company or any Obligor of its Restricted Subsidiaries fails to comply with any of the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate hereof, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 7.5 million or more; (vvi) certain a final judgment or final judgments for the payment of money that are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries and such judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the aggregate of all such judgment or undischarged judgments become final and non-appealableexceeds $7.5 million; and (vivii) certain events of bankruptcy or insolvency with respect as described in the Indenture; (viii) and except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to the Company be unenforceable or invalid or shall cease for any reason to be in full force and effect or any of Guarantor or any Person acting on its Significant Subsidiariesbehalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any Event of Default (other than certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if . Upon any such declaration, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteebecome due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of A1-6 bankruptcy or insolvency, all outstanding Notes will become shall be due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Notes, Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or waive decree and if all existing Events of Default (except nonpayment of principal, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any existing Default or Event of Default and its consequences under to deliver to the Indenture except Trustee a continuing statement specifying such Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureDefault.
Appears in 1 contract
Sources: Indenture (Flo Fill Co Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which are more specifically described in the Indenture) (i) default for 30 days in the payment of interest or additional interest when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturityStated Maturity, upon accelerationrequired repurchase or upon optional redemption pursuant to paragraph 5 hereof, redemption upon acceleration or otherwise, ; (iii) the failure by the Company, QS Wholesale or any Obligor Subsidiary Guarantor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after receipt of written notice to the Company given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the outstanding Notes then outstanding voting of default under any of the obligations, covenants, or agreements of the Company, QS Wholesale or such Subsidiary Guarantor, as a single classapplicable, contained in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Company, QS Wholesale or any of the Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company Company, QS Wholesale or any of the Restricted Subsidiaries or is recourse to the Company, QS Wholesale or the Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the Company, QS Wholesale or a Restricted Subsidiary) , whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium, if any, on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Defaultpayment default”), ) or (b) results in the acceleration of such Indebtedness prior to its express final maturity (which the “cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeprovision”) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $100 million 25,000,000 or more; (v) certain events of bankruptcy, insolvency or reorganization of the Company, QS Wholesale or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law (the “bankruptcy provisions”); (vi) failure by the Company, QS Wholesale or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25,000,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for the payment of money that remain undischarged in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days after such (the “judgment default provision”); (vii) any Notes Guarantee of a Significant Subsidiary or judgments become final group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and non-appealablethe Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Notes Guarantee; and or (viviii) certain events (x) default by the Company, QS Wholesale or any Subsidiary Guarantor in the performance of bankruptcy the Security Documents which materially adversely affects the enforceability, validity, perfection or insolvency priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by the Company, QS Wholesale or any Subsidiary Guarantor of its material obligations under the Security Documents or (z) the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Company, QS Wholesale or any Subsidiary Guarantor party thereto for any reason with respect to a material portion of the Company Collateral and such default, repudiation, disaffirmation or any of its Significant Subsidiaries. If any Event of Default occurs and determination is continuing, not cured within 60 days after the Issuers receive written notice thereof from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare Notes. However, a default under clause (iii) or (viii) above will not constitute an Event of Default until the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy notify the Issuers of the acceleration notice to default and the TrusteeIssuers do not cure such default within the time specified in such clause after receipt of such notice. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default described in clause (v) above) occurs and is continuing, the Trustee by notice to the Issuers or insolvencythe Holders of at least 25% in principal amount of the outstanding Notes may declare all the Notes to be due and payable immediately. If an Event of Default described in clause (v) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding the Notes will become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Indenture (Quiksilver Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the any payment when due of interest on the Notes or the Guaranteesany Note when due and payable, continued for 30 days; (ii) default in the payment of the principal amount of or premium, if any, on the Notes or the Guarantees any Note issued under this Indenture when due and payable, at maturityits Stated Maturity, upon accelerationoptional redemption, redemption upon required repurchase, upon declaration or otherwise, ; (iii) failure by any Obligor to comply with any of its other the Company’s agreements or obligations contained in the Indenture, the Notes or the Guarantees Indenture for 60 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of not less than 25% in aggregate principal amount of the outstanding Notes then outstanding voting as which notice requires that the default be remedied and states that it is a single classnotice of default under this Indenture; provided that the Company shall have 120 days after the receipt of such notice to remedy, or receive a waiver for, a failure to comply with Section 4.03 of the Indenture; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company any of its Restricted Subsidiaries) other than Indebtedness owed to the Company or any a Restricted Subsidiary) Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate hereof, which default is caused by a failure to pay principal on of such Indebtedness Indebtedness, at the its stated final maturity thereof prior (after giving effect to the expiration of the any applicable grace period periods) provided in such Indebtedness on the date of such default (a “Payment Default”), Indebtedness; or results in the acceleration of such Indebtedness prior to its express maturity stated final maturity; (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt vi) failure by the Company or such any Significant Subsidiary (or group of Restricted Subsidiary Subsidiaries that together (determined as of such noticethe most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 of the Indenture) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been would constitute a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (vSignificant Subsidiary) to pay certain final judgments, which judgments for the payment of money that remain undischarged are not paid, discharged or stayed, for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant and (viii) any Guarantee of the Notes ceases to be in full force and effect, other than in accordance with the terms of the Indenture or a Guarantor denies or disaffirms its Significant Subsidiariesobligations under its Guarantee of the Notes, other than in accordance with the terms thereof or upon release of such Guarantee in accordance with the Indenture. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or directionpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders of all of the Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or principal of, premium on, if any, or the principal ofinterest, if any, on, the NotesNotes (including in connection with an offer to purchase). References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Radio One, Inc.)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or more; and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with such judgment or decree; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or judgments become final and non-appealablethe repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesGuarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or premium onLiquidated Damages, or the principal ofif any, on the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes, whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default in the payment when due of interest on or with respect to the Notes and such default continues for a period of 30 days, whether or not such payment is prohibited by the Guaranteessubordination provisions of the Indenture; (iic) default in payment the performance of or breach of the principal covenants described under Section 4.03, 4.04 and 5.01 of the Indenture and such default or premiumbreach continues for a period of 30 days after the notice specified below; (d) default in the performance of, if anyor breach of any covenant, on warranty or other agreement contained in, the Notes Indenture (other than a default in the performance or the Guarantees when due and payablebreach of a covenant, at maturity, upon acceleration, redemption warranty or otherwiseagreement that is specifically dealt with in clauses (a), (iiib) failure by any Obligor to comply with any or (c) above) and such default or breach continues for a period of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written the notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classspecified below; (ive) a default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary) ), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which if (1) such default is caused by a either (A) results from the failure to pay principal on any such Indebtedness at the its stated final maturity thereof prior (after giving effect to any applicable grace periods) or (B) relates to an obligation other than the expiration obligation to pay principal of the grace period provided in any such Indebtedness on the date of such default (a “Payment Default”), or at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express stated maturity and (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by 2) the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $100 10.0 million (or moreits foreign currency equivalent) or more at any one time outstanding; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vif) certain events of bankruptcy affecting the Company or insolvency any Significant Subsidiary as set forth in the Indenture; (g) failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $10.0 million (excluding any amounts as to which a provider of insurance has assumed responsibility in writing), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final, and, with respect to any such judgments covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed or (h) the Guarantee of a Significant Subsidiary or any group of Subsidiaries that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceasing to be in full force and effect (except as contemplated by the terms hereof) or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee, other than by reason of the release of the Guarantee in accordance with the terms of the Indenture. If an Event of Default (other than an Event of Default specified in clause (f) above with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs Company) shall occur and is be continuing, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Notes under the Indenture may declare the principal amountof and accrued interest on such Notes to be due and payable immediately in the manner and with the effect provided in the Indenture. If an Event of Default specified in clause (f) above with respect to the Company occurs and is continuing, together with any accrued and then all unpaid interest, if anyprincipal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and Guarantees to be immediately due and payable immediately; provided that if without any declaration or other act on the part of each Trustee or any holder of the Notes. Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the IndentureIndenture and under the Trust Indenture Act of 1939, as amended. Subject to certain limitationsthe provisions of the Indenture relating to the duties of the Trustee, Holders the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the holders of the Notes, unless such holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the holders of a majority in aggregate principal amount of the then outstanding Notes may issued under such Indenture have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee shall be under no obligation to exercise any of power conferred on the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureTrustee.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with the provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any of its other agreements in Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture, ; (v) failure by the Notes Company or the Guarantees any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classclass to comply with any of the other agreements in the Indenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary) , whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (a) is caused by a failure to pay principal on of, or interest or premium, if any, on, such Indebtedness at the stated final maturity thereof thereof, the principal amount of which exceeds $10.0 million in the aggregate, prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) maturity; and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 50.0 million or moremore (or its foreign currency equivalent); (vvii) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment entered by a court or courts of money that remain undischarged competent jurisdiction aggregating in excess of $50.0 million (or its foreign currency equivalent), net of any amounts covered by independent third party insurance and as to which such insurer has not disputed coverage, which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the Indenture, any Note Guarantee of any Guarantor that is a Significant Subsidiary, or any group of Guarantors that, together, would constitute a Significant Subsidiary, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such judgment Guarantor or judgments become final and non-appealableGuarantors, denies or disaffirms its obligations under its Note Guarantee; (ix) [reserved]; and (vix) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee shall be under no obligation to exercise any Except in the case of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interestof, premium, if any) , or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interest. The the interests of the Holders of the Notes. If certain conditions are satisfied, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium premium, if any, on, or the principal of, the Notes. References herein The Indenture requires the Company to interest due in respect deliver to the Trustee annually within 90 days after the end of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of each fiscal year a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (American Woodmark Corp)
Defaults and Remedies. Events (a) The occurrence of Default include: (i) default for 30 days in the payment when due any event of interest on the Notes or the Guarantees; (ii) default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, (iii) failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary Waiver shall constitute an "Event of Default" hereunder.
(or b) Upon the payment occurrence and during the continuation of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), or results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Event of Default occurs and is continuinghereunder, the Trustee Class 3 Creditors shall have, in addition to all other rights provided herein or by law, the rights and remedies of a secured party under the Code (regardless of whether the Code is the law of the jurisdiction where the fights or remedies are asserted and regardless of whether the Code applies to the affected Collateral), and further the Class 3 Creditors may, without demand and without advertisement, notice, hearing or process of law, all of which the Company hereby waives, at any time or times, sell and deliver any or all Collateral held by or for it at public or private sale, for cash, upon credit or otherwise, at such prices and upon such terms as the Class 3 Creditors deem advisable, in its sole discretion. In addition to all other sums due the Class 3 Creditors hereunder, the Company shall pay the Class 3 Creditors all costs and expenses incurred by the Class 3 Creditors, including attorneys' fees and court costs, in obtaining, liquidating or enforcing payment of Collateral or the Holders Secured Obligations or in the prosecution or defense of any action or proceeding by or against the Class 3 Creditors or the Company concerning any matter arising out of or connected with this Agreement or the Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code (or any successor statute), other than such costs and expenses arising solely from the gross negligence or willful misconduct of the Class 3 Creditors. Any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Company in accordance with Section 8(b) hereof at least 25% in aggregate principal amount ten (10) days before the time of sale or other event giving rise to the then outstanding Notes may declare requirement of such notice; however, no notification need be given to the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that Company if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such accelerationCompany has signed, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of after an Event of Default arising hereunder has occurred, a statement renouncing any right to notification of sale or other intended disposition. The Class 3 Creditors shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. The Class 3 Creditors may be the purchaser at any such sale. The Company hereby waives all of its rights of redemption from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indentureany such sale. Subject to certain limitationsthe provisions of applicable law, Holders of a majority in aggregate principal amount the Class 3 Creditors may postpone or cause the postponement of the then outstanding Notes sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, be made at the time and place to which the sale was postponed or the Class 3 Creditors may direct further postpone such sale by announcement made at such time and place.
(c) Without in any way limiting the Trustee in its exercise foregoing, the Class 3 Creditors shall upon the occurrence and during the continuation of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default hereunder have the right, in addition to all other rights provided herein or Event by law, to take physical possession of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of any and all of the Notes, rescind an acceleration or waive any existing Default or Event of Default Collateral and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal ofanything found therein, the Notes. References herein right for that purpose to interest due in respect of enter without legal process any premises where the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.Collateral may be found (provided such entry be done lawfully),
Appears in 1 contract
Sources: Junior Security Agreement (Richman Gordman 1/2 Price Stores Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by any Obligor the Company to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the any grace period provided in such Indebtedness on the date of such default Indebtedness, including any extension thereof (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100 5.0 million (or morethe equivalent thereof in any other currency or currency unit), and provided, further, that if such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (vvi) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for aggregating in excess of $5.0 million (or the payment of money that remain undischarged equivalent thereof in any other currency or currency unit), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment days; (vii) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or judgments become final and non-appealablethe repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, by notice, declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or premium onLiquidated Damages, or the principal ofif any, on the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (American Eco Corp)
Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes or the Guaranteesand such default continues for a period of 30 days; (iib) default in the payment when due of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iiic) failure by any Obligor the Company to comply with any of the provisions of Sections 3.10 or 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other agreements covenant or other agreement in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (ivf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (ii) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 million 20,000,000 or more, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (vg) certain a final judgment or final judgments for the payment of money that are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries, and such judgment or judgments remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the aggregate of all such judgment unpaid or undischarged judgments become final and non-appealableexceeds $20,000,000 (excluding amounts covered by insurance); and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Indenture or the release of such Subsidiary Guarantee in accordance with the Indenture). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its A1-6 consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Tesoro Alaska Co)
Defaults and Remedies. Under the Indenture, Events of Default include: , but are not limited to, (i) default for 30 days in the payment of interest (including any Contingent Interest) or Additional Amounts, if any, when due of interest on the Notes or the GuaranteesSecurities; (ii) default in payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payable, Securities at maturityStated Maturity, upon accelerationrequired repurchase pursuant to paragraph 7 or upon optional redemption pursuant to paragraph 6 of the Securities, redemption upon declaration or otherwise, ; (iii) the failure by the Company or any Obligor Subsidiary Guarantor to comply with any its obligations under Article IV or Section 10.2 of its other agreements in the Indenture, ; (iv) the Notes or failure by the Guarantees Company to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Securities (other than those referred to the Company by the Trustee in (i), (ii), or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class(iii) above); (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by the Company or any Restricted Subsidiary of its Subsidiaries (or the payment other than Non-Recourse Debt of which is guaranteed by the Company or any Restricted a Non-Recourse Subsidiary) ), whether such Indebtedness or guarantee Debt now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of, or interest (including any Contingent Interest) and Additional Amounts, if any, or on such Indebtedness at the stated final maturity thereof Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness Debt prior to its express maturity (which the "cross acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeprovision") and, in each case, the due and payable principal amount of any such IndebtednessDebt, together with the due and payable principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 20.0 million or more; (v) certain final judgments for more or its foreign currency equivalent at the payment of money that remain undischarged for a period of 60 time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such judgment acceleration has been received by the Company or judgments become final and non-appealablesuch Subsidiary; and (vi) certain events of bankruptcy, insolvency or reorganization of the Company (the "bankruptcy provisions"); or insolvency with respect to (vii) entry in a court of competent jurisdiction of a final judgment for the payment of $20.0 million or more rendered against the Company or any Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (the "judgment default provision"). However, a default under clause (iv) will not constitute an Event of its Significant SubsidiariesDefault until the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clause (iv) hereof after receipt of such notice. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Securities by notice to the Company to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interestinterest (including any Contingent Interest) and Additional Amounts, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.
Appears in 1 contract
Sources: Indenture (HCRC Inc)
Defaults and Remedies. Events of Default includeAn "EVENT OF DEFAULT" occurs if: (i) default for 30 days the Company defaults in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Senior Notes or the Guaranteesand such default continues for a period of 30 days; (ii) default the Company defaults in the payment when due of the principal of or premium, if any, on the Senior Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption (including in connection with an offer to purchase) or otherwise, ; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries fails to comply with the provisions of Sections 5.01; (iv) the Company or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries fails to comply for 60 30 days after written notice to the Company by the Senior Note Trustee with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Note Indenture; (v) the Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Note Indenture or the Holders of not less than 25% in aggregate principal amount of Senior Notes for 60 days after notice to the Notes then outstanding voting as a single classCompany by the Senior Note Trustee; (ivvi) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (other than a Securitization Entity) (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries (other than a Securitization Entity)) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of this Senior Note Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), "PAYMENT DEFAULT") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 20.0 million or more; (vvii) certain the Company or any of its Restricted Subsidiaries fails to pay final judgments for the payment aggregating in excess of money that remain undischarged $20.0 million (excluding amounts covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant SubsidiariesSubsidiaries that are Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Senior Note Indenture, any Senior Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under such Guarantor's Senior Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Senior Note Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Senior Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. Holders may not enforce the Senior Note Indenture or the Senior Notes except as provided in the Senior Note Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the Senior Note Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Senior Note Trustee may withhold from Holders of the Senior Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding Notes by notice to the Senior Note Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Senior Notes waive any existing Default or Event of Default and its consequences under the Senior Note Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Senior Notes. References herein The Company is required to interest due in respect deliver to the Senior Note Trustee annually a statement regarding compliance with the Senior Note Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 Senior Note Trustee a statement specifying such Default or Event of the IndentureDefault.
Appears in 1 contract
Sources: Senior Note Indenture (Ball Corp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Notes or the GuaranteesNotes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwiseNotes, (iii) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its other agreements in the Indenture, the Notes or the Guarantees Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding voting as a single classclass to comply with any of the other agreements in the Indenture or the Notes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (a) is caused by a failure to pay principal on of, or interest or premium, if any, on, such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescindedmaturity, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 7.5 million or more; or; (vvi) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment days; (vii) failure of the Escrow Agreement, at any time to be in full force and effect (unless the Deposit is released by the Escrow Agent in accordance with the terms of the Escrow Agreement) or judgments become final and non-appealableany contest by the Company or any of its Subsidiaries of the validity or enforceability of the Escrow Agreement; and (viviii) failure by iPCS Escrow Company to redeem the notes pursuant to the provisions of the Escrow Agreement; (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (x) except as permitted by the Indenture, any Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor's Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium or Liquidated Damages, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Ipcs Inc)
Defaults and Remedies. Under the Indenture, Events of Default include: :
(i) the failure to pay interest on any notes when the same becomes due and payable and the default continues for a period of 30 days in (whether or not such payment shall be prohibited by the payment when due subordination provisions of interest on the Notes or the Guarantees; indenture);
(ii) default in payment of the failure to pay the principal of or premiumon any notes, if any, on the Notes or the Guarantees when such principal becomes due and payable, at maturity, upon acceleration, redemption or otherwise, otherwise (including the failure to make a payment to purchase notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the indenture);
(iii) failure by any Obligor to comply with any of its other agreements a default in the Indenture, observance or performance of any other covenant or agreement contained in the Notes or the Guarantees indenture which default continues for 60 a period of 45 days after the Company receives written notice to specifying the Company by default (and demanding that such default be remedied) from the Trustee trustee or the Holders of not less than at least 25% in aggregate of the outstanding principal amount of the Notes then outstanding voting as notes (except in the case of a single class; default with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);
(iv) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by of the Company or of any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) ), whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which default (a) is caused by a failure to pay principal on of such Indebtedness at after notice and the stated final maturity thereof prior to the expiration lapse of the any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”), "payment default") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which and such acceleration has is not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such noticeIndebtedness is not repaid, within 30 days) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated (and such acceleration is not rescinded, or such Indebtedness is not repaid, within 30 days), aggregates $100 million or more; 7.5 million;
(v) certain final one or more judgments for in an aggregate amount in excess of $7.5 million not covered by adequate insurance shall have been rendered against the payment Company or any of money that the Restricted Subsidiaries and such judgments remain undischarged undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; and nonappealable;
(vi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary of the Company pursuant to or within the meaning of any Bankruptcy Law:
(A) commences a voluntary case;
(B) consents to the entry of an order for relief against it in an involuntary case in which it is the debtor;
(C) consents to the appointment of a Custodian of it or for any substantial part of its property; or
(D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency;
(vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company or any Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount Subsidiary of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% Company in aggregate principal amount an involuntary case;
(B) appoints a Custodian of the then outstanding Notes declare such acceleration, they shall provide a copy Company or any Significant Subsidiary of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy Company or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount for any substantial part of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any property of the rights Company or powers at Significant Subsidiary;
(C) orders the request winding up or direction of any liquidation of the Holders unless such Holders shall have offered to the Trustee security Company or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders any Significant Subsidiary of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.Company;
Appears in 1 contract
Defaults and Remedies. (a) Events of Default under the Indenture include: (i) default for 30 days in the payment when due of interest on on, or Registration Default Damages with respect to, the Notes (whether or not prohibited by the Guaranteessubordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Notes (whether or not prohibited by the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, subordination provisions of the Indenture); (iii) failure by the Company or any Obligor of its Subsidiaries for 30 days after notice to comply with the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company to comply with its obligations under 5.01 hereof; (v) failure by the Company or any of its Subsidiaries for 60 days after notice to comply with any of its other agreements in the Indenture, the Notes Indenture or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiarySubsidiaries) whether such Indebtedness or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 20.0 million or more; (vvii) certain failure by the Company or any of its Subsidiaries to pay final judgments for the payment aggregating in excess of money that remain undischarged $20.0 million, which judgments are not paid, discharged or stayed for a period of 60 days after days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee(s) of any Guarantor that is a Significant Subsidiary or of any group of Guarantors that collectively would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any group of Guarantors that collectively would constitute a Significant Subsidiary, or any Person acting on behalf of any such judgment Guarantor or judgments become final and non-appealablegroup of Guarantors, shall deny or disaffirm the obligations of each such Guarantor under its Subsidiary Guarantee; and (viix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. .
(b) If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company shall deliver to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company, upon becoming aware of any Default or Event of Default, shall deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Scotts Company)
Defaults and Remedies. Events An “Event of Default include: Default” occurs if:
(i) default The Company defaults in any payment of Interest (including any related Additional Amounts) on any Note when the same becomes due and payable, and such Default continues for a period of 30 days days;
(ii) The Company defaults in the payment when due of interest on the Notes or the Guarantees; (ii) default in payment of the principal of or premiumPrincipal (including Premium, if any, on and any related Additional Amounts) of any Note when the Notes or the Guarantees when same becomes due and payable, at maturity, payable upon accelerationits Stated Maturity, redemption or otherwise, ;
(iii) failure by any Obligor The Company fails to comply with any of its other covenants or agreements in the Indenture, the Notes or the Guarantees Indenture (other than those referred to in clauses (a) and (b) of Section 6.1 of the Indenture), and such failure continues for 60 30 days after written the notice to the Company by the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; specified below;
(iv) default The Company or any Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted such Subsidiary (or the payment of which is guaranteed by the Company or any Restricted such Subsidiary) whether such Indebtedness for borrowed money or guarantee now exists, or is created after the Issue Datedate of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior for borrowed money after giving effect to the expiration of the any grace period provided in such Indebtedness for borrowed money on the date of such default (a “Payment Default”), ) or (b) results in the acceleration of such Indebtedness for borrowed money prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such IndebtednessIndebtedness for borrowed money, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 million totals U.S.$100,000,000 (or more; the equivalent thereof in another currency at the time of determination) or more in the aggregate;
(v) certain One or more final and nonappealable judgments or decrees for the payment of money that remain undischarged for of U.S.$100,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate are rendered against the Company or any Subsidiary and are not paid (whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 90 days following commencement of such enforcement proceedings or (b) there is a period of 60 180 days after following such judgment during which such judgment or judgments become final and non-appealabledecree is not discharged, waived or the execution thereof stayed; and or
(vi) certain events The Company or any of its Subsidiaries:
(a) is dissolved (except in connection with (i) a merger or restructuring in such a way that all of its assets and liabilities or those of the respective Subsidiary pass to another legal person in universal succession by operation of law or pursuant to a contractual agreement having the same effect or (ii) a corporate restructuring in such a way that all of its assets and liabilities or those of the respective Subsidiary pass to another Subsidiary or to the Company); or
(b) suspend payments on its debts or fails or is unable to pay its debts generally as they become due; or
(c) commence, to the extent permitted by applicable law, a voluntary case in bankruptcy, insolvency or any other action or proceeding for any other relief under any law affecting creditors’ rights that is similar to a bankruptcy law; or
(d) consent by answer or otherwise to the commencement against it of an involuntary case in bankruptcy, insolvency with or any other such action or proceeding, or a proceeding is commenced in an involuntary case in bankruptcy in respect to of the Company or any of its Significant SubsidiariesSubsidiaries and such proceeding is not dismissed or stayed on or before the 90th calendar day after the commencement thereof or if any such dismissal or stay ceases to be in effect. If any A Default under clause (iii) above is not an Event of Default occurs and is continuing, until the Trustee (acting at the written direction of Holders of at least 25% in Principal amount of the Notes) or the Holders of at least 25% in aggregate principal Principal amount of the then outstanding Outstanding Notes may declare notify the principal amount, together Company (with any accrued a copy to the Trustee) of the Default and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees Company does not cure such Default within the time specified after receipt of such notice. The Trustee is not to be due charged with knowledge of any Default or Event of Default or knowledge of any cure of any Default or Event of Default except for the occurrence of (i) or (ii) above unless written notice of such Default or Event of Default has been received by a Responsible Officer of the Trustee from the Company or any Holder. If an Event of Default (other than an Event of Default specified in clause (vi) above) occurs and payable immediately; provided that if is continuing, the Trustee (acting at the written direction of Holders of at least 25% in aggregate principal Principal amount of the then outstanding Notes) or the Holders of not less than 25% in Principal amount of the Outstanding Notes may declare such accelerationall unpaid Principal of and Premium, they shall provide if any, and accrued Interest on all Notes to be due and payable immediately, by a notice in writing to the Company (with a copy of the acceleration notice to the Trustee, if provided by the Holders), and upon any such declarations such amounts shall become due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events specified in clause (vi) above occurs and is continuing, then the Principal of bankruptcy or insolvencyand Premium, if any, and accrued Interest on, all outstanding Notes will shall become and be immediately due and payable immediately without further action any declaration or notice. Holders may not enforce other act on the Indenture part of the Trustee or the Notes except as provided in the Indentureany Holder. Subject to certain limitations, Holders of a majority in aggregate principal amount the provisions of the then outstanding Notes may direct Indenture relating to the duties of the Trustee in its exercise case an Event of any trust or power. The Default shall occur and be continuing, the Trustee shall be under no obligation to exercise any of the its rights or powers under the Indenture at the request or direction of any of the Holders Holders, unless such Holders shall have offered to the Trustee indemnity and/or security or indemnity in connection with such exercise satisfactory to the Trustee against Trustee. Subject to such provision for the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders indemnification of the Notes notice and/or providing of any continuing Default or Event of Default (except a Default or Event of Default relating security to the payment of principal or interestTrustee, if any) if it determines that withholding notice is in their interest. The the Holders of a majority in aggregate principal Principal amount of the then outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the Holders of a majority in Principal amount of the Notes by written notice to the Company and the Trustee maymay rescind or annul a declaration of acceleration if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue Interest on Outstanding Notes, all unpaid Principal of, and Premium, if any, on, the Notes that have become due otherwise than by such declaration of acceleration, to the extent that payment of such Interest on behalf the Notes is lawful, interest on such overdue Interest (including any Additional Amounts) as provided in the Indenture and all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Holders Trustee, its agents and counsel, and (ii) all Events of all Default have been cured or waived as provided in Section 6.13 of the NotesIndenture other than the nonpayment of Principal that has become due solely because of acceleration. In the case of any Event of Default referred to in clauses (iv)(a) and/or (iv)(b) above, rescind an such Event of Default will be automatically rescinded or annulled if the Payment Default and/or the acceleration of the Debt referred to therein is remedied or waive cured by the Company or such Subsidiary or waived by the holders of such Debt within 30 days after the Payment Default and/or acceleration in respect of such Debt. No such rescission or annulment referred to in either of the two preceding paragraphs shall affect any existing subsequent Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include impair any liquidated damages payable pursuant to Section 6.02 of the Indentureright consequent thereto.
Appears in 1 contract
Sources: Indenture (BM&FBOVESPA S.A. - Securities, Commodities & Futures Exchange)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iii) failure by the Company or any Obligor of its Restricted Subsidiaries to comply with the provisions of Section 5.01 of the Indenture; (iv) failure by the Company or any of its other agreements in Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture, ; (v) failure by the Notes Company or the Guarantees any of its Restricted Subsidiaries for 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classclass to comply with any of the other agreements in the Indenture; provided that in the case of a failure to comply with Section 4.03 of the Indenture, such period of continuance of such default or breach shall be 90 days after a written notice described in this clause (v) has been given; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary) , whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Datedate of the Indenture, which default if that default: (a) is caused by a failure to pay principal on of, or interest or premium, if any, on, such Indebtedness at the stated final maturity thereof thereof, prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) maturity; and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 50.0 million (or its foreign currency equivalent) or more; (vvii) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment entered by a court or courts of money that remain undischarged competent jurisdiction aggregating in excess of $50.0 million (or its foreign currency equivalent) net of any amounts covered by independent third party insurance and as to which such insurer has not disputed coverage, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment consecutive days; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or judgments become final invalid or ceases for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (viix) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided provided, that if the Holders a notice of at least 25% in aggregate principal amount a Default or Event of the then outstanding Notes declare Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such acceleration, they shall provide a copy notice of the acceleration notice to the TrusteeDefault or Event of Default. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee shall be under no obligation to exercise any Except in the case of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interestof, premium, if any) , or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interest. The the interests of the Holders of the Notes. If certain conditions are satisfied, the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration provided all amounts owing to the Trustee have been paid or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium premium, if any, on, or the principal of, the Notes. References herein The Indenture requires the Company to interest due in respect deliver to the Trustee annually within 90 days after the end of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of each fiscal year a statement regarding compliance with the Indenture.
Appears in 1 contract
Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes or the Guaranteesand such default continues for a period of 30 days; (iib) default in the payment when due of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, Notes; (iiic) failure by any Obligor the Company to comply with any of the provisions of Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other agreements covenant or other agreement in the Indenture, Indenture or the Notes or the Guarantees for 60 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classoutstanding; (ivf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiary Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiary) Subsidiaries), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (ii) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 million 15,000,000 or more, and such default shall not have A1-5 been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (vg) certain a final judgment or final judgments for the payment of money that are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries, and such judgment or judgments remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days after days, provided that the aggregate of all such judgment unpaid or undischarged judgments become final and non-appealableexceeds $15,000,000 (excluding amounts covered by insurance); and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Indenture or the release of such Subsidiary Guarantee in accordance with the Indenture). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein The Company is required to interest due in respect of deliver to the Notes shall include any liquidated damages payable pursuant to Section 6.02 of Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
Appears in 1 contract
Sources: Indenture (Tesoro Alaska Co)
Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest on the 2047 Notes or and such default continues for a period of 30 days after written notice is given to the GuaranteesIssuers as provided in the Indenture; (iib) default in the payment when due of the principal of of, or premium, if any, on on, the Notes or the Guarantees when due and payable, at maturity, upon acceleration, redemption or otherwise, 2047 Notes; (iiic) failure by any Obligor the Issuers to comply with any of its other agreements in the Indenture, provisions of Section 5.01 of the Notes or the Guarantees Indenture and such failure continues for 60 30 days after written notice is given to the Company Issuers as provided in the Indenture; (d) failure by Andeavor Logistics to comply with Section 4.03 of the Indenture and such failure continues for 120 days after written notice is given to Andeavor Logistics as provided in the Indenture; (e) failure by the Trustee Issuers or any of their Restricted Subsidiaries to comply with any other agreement in the Holders of not less Indenture or 2047 Notes (other than 25% a failure that is subject to clause (a), (b), (c) or (d) above) and such failure continues for 90 days after written notice is given to the Issuers as provided in aggregate principal amount of the Notes then outstanding voting as a single classIndenture; (ivf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or any Restricted Subsidiary Guarantor (or the payment of which is guaranteed by the Company Issuers or any Restricted Subsidiary) Guarantor), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”), ) or (ii) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100 200.0 million or more, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (vg) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable[reserved]; and (vih) certain events of bankruptcy or insolvency with respect to either of the Company Issuers or any Guarantors that are Significant Subsidiaries or any group of Guarantors that, when taken together, would constitute a Significant Subsidiary as described in the Indenture; or (i) except as permitted in the Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its Significant Subsidiariesobligations under its Subsidiary Guarantee (other than by reason of termination of the Indenture or the release of such Subsidiary Guarantee in accordance with the Indenture). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes of a series, voting as a single class, may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees of such series to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.the
Appears in 1 contract
Sources: Indenture (Andeavor Logistics Lp)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the GuaranteesNotes; (ii) default in payment when due of the principal of or premium, if any, on the Notes or when the Guarantees when same becomes due and payable, payable at maturity, upon acceleration, redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by any Obligor the Company to comply with any Section 4.10, 4.15 or 5.1 of its other agreements in the Indenture, ; (iv) failure by the Notes or the Guarantees Company for 60 45 days after written notice to the Company by the Trustee or the Holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classto comply with certain other agreements in the Indenture or the Notes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue DateCompany, which default (A) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness at the stated final maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”), ") or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 5.0 million or moremore for any single Indebtedness or a total of $10.0 million or more for all such Indebtedness and provided, further, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded, so long as such recision does not conflict with any judgment or decree; (vvi) certain final judgments for the payment of money that remain undischarged for a period of 60 days after such judgment days; (vii) any Subsidiary Guarantee shall for any reason cease to be, or judgments become final be asserted by the Company or any Restricted Subsidiary that is a Guarantor, as applicable, not to be, in full force and non-appealable; effect (except pursuant to the release of any Subsidiary Guarantee in accordance with the Indenture) and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that constitutes a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Restricted Subsidiary that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Notes, rescind an acceleration or Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.continuing
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Sources: Indenture (Taylor Companies Inc)
Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes or the Guaranteesany Note; (ii) default in the payment of the principal of or premium, if any, on the Notes or the Guarantees when due and payableof principal on any Note, at whether upon maturity, upon acceleration, redemption optional redemption, required repurchase or otherwise, ; (iii) failure by any Obligor to perform or comply with the covenants described in Section 4.13; (iv) failure to perform or comply with any of its other agreements covenant, agreement or warranty in the IndentureIndenture (other than specified in clauses (i), the Notes (ii) or the Guarantees (iii) above) which failure continues for 60 days after written notice hereof has been given to the Company Issuer by the Trustee or to the Holders Issuer and the Trustee by the holders of not less than at least 25% in aggregate principal amount of the Notes then outstanding voting as a single classNotes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company Issuer or any Restricted Subsidiary) , whether such Indebtedness or guarantee now exists, exists or is created after the Issue Date, which default (A) is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior Stated Maturity (after giving effect to the expiration of the any grace period provided in such Indebtedness on the date of such default related thereto) (a “Payment Default”), ; or (b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in Stated Maturity. In each case, the due and payable principal amount of any such IndebtednessIndebtedness as to which a Payment Default or acceleration shall have occurred, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100 25.0 million or more; (vvi) certain one or more final judgments and non-appealable judgments, orders or decrees for the payment of money that remain undischarged of $25.0 million or more, individually or in the aggregate, shall be entered against the Issuer or any Restricted Subsidiary or any of their respective properties and which final and non-appealable judgments, orders or decrees are not covered by third party indemnitees or insurance as to which coverage has not been disclaimed and are not paid, discharged, bonded or stayed within 60 days after their entry; (vii) a court having jurisdiction in the premises enters (x) a decree for order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or similar law or (y) a decree or order adjudging the Issuer or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Issuer or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 days after such judgment or judgments become final and non-appealableconsecutive days; and (viviii) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its Significant Subsidiaries: commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent; or consents to the entry of a decree or order for relief in respect of the Issuer or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Issuer or any of its Significant Subsidiaries; or files a petition or answer or consent seeking reorganization or relief under any applicable federal or state law; or consents to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or any of its Significant Subsidiaries or any of any substantial part of its property; or makes an assignment for the benefit of creditors; or admits in writing its inability to pay its debts generally as they become due; or takes corporate action in furtherance of any such action; or (ix) the Guarantee of any Guarantor that is a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee and the Indenture) or is declared null and void and unenforceable or is found invalid or any Guarantor denies its liability under its Guarantee (other than by reason of release of a Guarantor from its Guarantee in accordance with the terms of the Indenture and the Guarantee). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payable immediately; provided that if the Holders of at least 25% by notice in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice writing to the Trustee. Notwithstanding Issuer and the foregoing, in Trustee specifying the case of an respective Event of Default arising from certain events and that it is a “notice of bankruptcy or insolvencyacceleration”, all outstanding Notes will and the same shall become immediately due and payable immediately without further action or noticepayable. Holders may not enforce the Indenture or the Notes except as provided in the IndentureIndenture and the Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee mayor exercising any trust or power conferred on it. However, on behalf the Trustee may refuse to follow any direction that conflicts with law or the Indenture and the Trustee determines may be unduly prejudicial to the rights of the other Holders of all Notes or that may involve the Trustee in personal liability. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under Default, to deliver to the Indenture except Trustee a continuing statement specifying such Default or Event of Default in the payment of interest or premium on, or the principal of, the Notes. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the IndentureDefault.
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Defaults and Remedies. (a) The following events constitute “Events of Default includeDefault” under the Indenture: An “Event of Default” occurs if or upon:
(i1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in the payment when due connection with a Change of interest on the Notes or the Guarantees; Control Triggering Event after such notice has become due;
(ii2) default in the payment of the principal amount of or premium, if any, on any Note issued under the Notes or the Guarantees Indenture when due and payable, at maturity, its Stated Maturity or upon acceleration, optional redemption or otherwiseotherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of two days;
(iii3) failure by any Obligor to comply with any of its other agreements in the Indenture, the Notes or the Guarantees for 60 90 days after written notice to the Company by the Trustee on behalf of the Holders or by the Holders of not less than 2530% in aggregate principal amount of the outstanding Notes then outstanding voting as a single class; with any of the Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (ivin each case, other than an Event of Default under Section 6.01 (a)(1) or 6.01.a)2) of the Indenture);
(4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted NXP Funding or a Significant Subsidiary (or the payment of which is guaranteed Guaranteed by the Company or any Restricted NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the Issue Date, which default default:
(a) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness at the stated final maturity thereof prior to Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness on the date of such default Indebtedness; or
(a “Payment Default”), or b) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration has not been rescinded, annulled rescinded or cured within 20 Business Days of receipt by the Company or 30 days after such Restricted Subsidiary of such notice) acceleration; and, in each case, the due and payable aggregate principal amount of any such Indebtedness, together with the due and payable aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains undischarged after such 30 day period, aggregates $100 to €200.0 million or more;
(5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (v60) certain calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding;
(6) failure by any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments for the payment aggregating in excess of money €200.0 million (exclusive of any amounts that remain undischarged a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after such the judgment or judgments become becomes final and non-appealable; and
(7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture.
(vib) certain events A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice.
(c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal amountof, together with any premium, if any, and accrued and unpaid interest, if any, and premiumincluding Additional Amounts, if any, on all the Notes and Guarantees of such series under the Indenture to be due and payable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trusteepayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes. References herein to interest Notes of a series of Notes will become and be immediately due in respect and payable without any declaration or other act on the part of the Notes shall include Trustee or any liquidated damages payable pursuant to Section 6.02 of the IndentureHolders.
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