Defaults. The occurrence of any one or more of the following events shall constitute a Default: 7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made. 7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due. 7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14. 7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender. (i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due. 7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7. 7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days. 7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days. 7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect. 7.10 Any Change in Control shall occur. 7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect. 7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect. 7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 5 contracts
Sources: Credit Agreement (Oklahoma Gas & Electric Co), Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Defaults. The following will (i) if any requirement for notice or lapse of time has not been met, constitute Defaults, and (ii) if there are no such requirements or if such requirements have been met, constitute Events of Default:
(a) The failure of Tenant to pay Rent when due, and the continuation of the failure for a period of ten (10) days after notice from Landlord specifying the failure;
(b) The failure of Tenant to perform any of its obligations under this Lease, other than its obligation to pay Rent, and the continuation of the failure for a period of twenty (20) days after notice from Landlord specifying in reasonable detail the nature of the failure;
(c) The failure of Tenant to pay Rent when due or to perform any of its obligations under this Lease, if Landlord has given Tenant notice of the same or similar failure at least twice during the twelve (12) month period preceding the date on which the Rent or performance was due.
(d) The occurrence with respect to Tenant or any Guarantor of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf events: the death, dissolution, termination of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased existence (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment merger or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation consolidation), insolvency, appointment of a transaction by the Borrower receiver for all or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any substantially all of its Material Subsidiaries shall not payproperty, the making of a fraudulent conveyance or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any the execution of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment or trust mortgage for the benefit of creditors, (iii) apply for, seek, consent tocreditors by it, or acquiesce in, the appointment filing of a receiver, custodian, trustee, examiner, liquidator petition of bankruptcy or similar official for the commencement of any proceedings by or against it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or other law relating to the relief or the adjustment of indebtedness, rehabilitation or reorganization or relief of debtors, ; provided that if such petition or commencement is involuntarily made against it and is dismissed within sixty (v60) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as days of the date of such notification)filing or commencement, could reasonably be expected to result in a Material Adverse Effect.such events will not constitute an Event of Default;
7.12 (e) The Borrower issuance of any execution or attachment against Tenant or any other member occupant of the Controlled Group shall have been notified Premises as a result of which the Premises are taken or occupied by a Person other than Tenant; and
(f) The cancellation of, refusal to review or denial of liability under any insurance policy relating to the sponsor Premises as a result of a Multiemployer Plan that such Multiemployer Plan is the Premises being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectunoccupied.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 4 contracts
Sources: Space Lease (Accentia Biopharmaceuticals Inc), Space Lease (Accentia Biopharmaceuticals Inc), Space Lease (Accentia Biopharmaceuticals Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) interest upon any Loan or nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.1, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.6, as applicable)6.7, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 or 6.146.15.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower or and/or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000, or the equivalent thereof in any currencies (after “Material Indebtedness”); or the default by the Borrower and/or any Subsidiaries in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement under which any Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, if the effect of such default, event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after Indebtedness of the expiration of Borrower and/or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or similar action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or such Significant Subsidiary or any of its Material Property that, when combined with the Property of any of such Person’s Subsidiaries or that is also the subject of any such appointment, constitutes a Substantial Portion of the Property of such Person and its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Significant Subsidiary which, when taken together with all other court order Property of such Person and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of the Property of such Person and its Subsidiaries.
7.9 The Borrower and/or any Subsidiaries, as applicable, shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragecurrencies) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 The Borrower and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any Reportable Event shall occur other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect.
7.10 7.11 Any Change in Control shall occur.
7.11 7.12 The Borrower or and/or any other member of ERISA Affiliates thereof incur any liability to the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, PBGC pursuant to Section 4201 Title IV of ERISA (other than liability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the aggregate pursuant to Title IV of ERISA, or the Borrower and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to such Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000 in the aggregate.
7.12 The 7.13 Any of the following events occurs with respect to any Benefit Plan of the Borrower or any ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or terminate any Note shall fail to remain in full force or effect or any action shall be taken such Benefit Plan, (e) the implementation by the Borrower to assert the invalidity or unenforceability any ERISA Affiliate thereof of any steps to terminate any such Loan DocumentBenefit Plan, or (f) the receipt of notice by the Borrower or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower and/or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate.
Appears in 3 contracts
Sources: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Sound Energy Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 (a) Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, pursuant to any Credit ExtensionLoan Document, or any certificate certificate, financial statement or information schedule delivered to the Lenders or the Administrative Agent in connection with this Agreement or any other Loan Document Document, shall be incorrect materially false on the date as of which made, in the case of any such representation or untrue warranty, or the date as of which the facts therein set forth are stated or certified, in the case of any material respect when made such certificate, financial statement or deemed madeschedule.
7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) due or nonpayment of interest upon any Loan or of any facility fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 (c) The breach by the Borrower Company of any of the terms or provisions of Section 6.26.1(d), 6.3 Section 6.2(a) (provided that such Default shall be deemed automatically cured or waived upon as to the delivery of such notice or the cure or waiver corporate existence of the related Unmatured Default or Default, as applicableCompany), 6.4 or Sections 6.9 through 6.16 (with respect to the Borrower’s or any Material Subsidiary’s existenceinclusive), 6.10, 6.12, 6.13 or 6.14.
7.4 (d) The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is thereof has been given to the Borrower Company by the Administrative Agent or at the request of any Lender.
(e) Failure by the Company or any Subsidiary to (i) Failure of pay any Debt (other than the Borrower or any of its Material Subsidiaries to pay Loans) when due (after or interest thereon and such failure shall continue for more than any applicable period of grace period) any Material Indebtedness; with respect thereto, or (ii) observe or perform any term, covenant or agreement contained in any agreement or instrument (other than this Agreement or any other Loan Document) by which it is bound evidencing or securing or relating to any Debt, if the effect thereof is to permit (or, with the giving of notice or lapse of time or both, would permit) the holder or holders thereof or of any obligations issued thereunder or a trustee or trustees acting on behalf of such holder or holders to cause acceleration of the maturity thereof or of any such obligation; provided that the aggregate amount of Debt with respect to which any such event or condition shall have occurred shall equal or exceed $100,000,000 (or the equivalent thereof in currencies other than Dollars).
(f) The Company, any other Borrower or any Material Subsidiary shall default (after commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the expiration appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any applicable grace period) in the observance substantial part of its property, or performance of any covenant or agreement relating shall consent to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable relief or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment appointment of or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction taking possession by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; official in an involuntary case or (iii) the Borrower or any of its Material Subsidiaries shall not payother proceeding commenced against it, or admit in writing its inability shall make a general assignment for the benefit of creditors, or shall fail generally to pay, pay its debts generally as they become due, or shall take any corporate action to authorize any of the foregoing.
7.6 The (g) An involuntary case or other proceeding shall be commenced against the Company, any other Borrower or any Material Subsidiary seeking liquidation, reorganization or other relief with respect to it 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 it or any substantial part of its Material Subsidiaries property, and such involuntary case or other proceeding shall (i) have remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered with respect to it against the Company, any other Borrower or any Material Subsidiary under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower (h) The Company or any of its Material SubsidiariesSubsidiaries shall fail within 30 days to pay, a receiver, trustee, examiner, liquidator bond or similar official shall be appointed for the Borrower otherwise discharge one or any of its Material Subsidiaries more (i) final judgments or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order orders for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could Materiality Threshold in the aggregate aggregate, or (ii) nonmonetary final judgments or orders which, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect liability in excess of the Materiality Threshold, which judgment(s), in any such case, is/are not stayed on appeal or any Reportable Event shall occur otherwise being appropriately contested in connection with any Plan that could reasonably be expected to have a Material Adverse Effectgood faith.
7.10 Any Change in Control shall occur.
7.11 (i) The Borrower Company or any other member of the Controlled Group shall fail to pay when due any amount or amounts aggregating in excess of the Materiality Threshold which it shall have been notified by become liable to pay to the sponsor of PBGC or to a Multiemployer Plan that it has incurred, pursuant to Section 4201 under Title IV of ERISA; or notice of intent to terminate a Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Materiality Threshold shall be filed under Title IV of ERISA by any member of the Controlled Group, withdrawal liability any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to such Multiemployer Plan in an amount which, when aggregated with all other amounts required terminate or to cause a trustee to be paid appointed to Multiemployer administer any Plan or Plans having aggregate Unfunded Vested Liabilities in excess of the Materiality Threshold or a proceeding shall be instituted by the Borrower or a fiduciary of any other Plan against any member of the Controlled Group as withdrawal liability (determined as to enforce Section 515 of ERISA with respect to any amount or amounts aggregating in excess of the date Materiality Threshold and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of such notificationwhich the PBGC would be entitled to obtain a decree adjudicating that any Plan or Plans having aggregated Unfunded Vested Liabilities in excess of the Materiality Threshold must be terminated.
(j) Any Change in Control shall occur.
(k) The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 (l) Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect (other than in accordance with its terms) as against the Company or any other Borrower or any action shall be taken by the Company or any other Borrower to discontinue or to assert the invalidity or unenforceability of any Loan Document as against the Company or any other Borrower, or the Company or any other Borrower shall deny that it has any further liability under any Loan Document to which it is a party, or shall give notice to such effect, unless such liability has terminated in accordance with the terms of such Loan Document.
Appears in 3 contracts
Sources: Credit Agreement (Bemis Co Inc), Credit Agreement (Bemis Co Inc), Long Term Credit Agreement (Bemis Co Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a “Default”:
7.1 7.1.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.1.2. Nonpayment of (i) principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or any cash collateral amount due pursuant to Section 2.23.10 when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.1.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.3(i) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22.
7.4 7.1.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.1.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.1.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.1.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.1.7.
7.7 7.1.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.7.1.6
Appears in 2 contracts
Sources: Credit Agreement (Sei Investments Co), Credit Agreement (Sei Investments Co)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note or any Reimbursement Obligation when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 6.10 through 6.24.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) thirty consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within thirty days to pay, bond or otherwise discharge any judgments or orders for the payment of money an aggregate amount in excess of $100,000,000 (net of any amounts paid or 15,000,000, which is not covered by independent third party undisputed insurance or stayed on appeal or otherwise being appropriately contested in good faith and as to which the relevant insurance company does not dispute coverage) no enforcement actions have been commenced.
7.10. Any Change in Control shall occur.
7.11. The Subsidiary Guaranty shall fail to remain in full force or effect or any action shall be rendered against taken to discontinue or to assert the Borrower invalidity or unenforceability of the Subsidiary Guaranty, or any Material Guarantor shall fail to comply with any of the terms or provisions of the Subsidiary and Guaranty, or any Guarantor denies that it has any further liability under the Subsidiary Guaranty, or gives notice to such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) dayseffect.
7.9 7.12. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 7.13. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion the aggregate annual contributions of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower and the other members of the Controlled Group (taken as a whole) to assert all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the invalidity amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or unenforceability of any such Loan Documenttermination occurs by an amount exceeding $15,000,000.
Appears in 2 contracts
Sources: Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo)
Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”):
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to ▇▇▇▇▇▇▇▇.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation LC Disbursement, interest upon any Loan, any Unused Fee or LC Fee within five (5) Business Days after the same becomes days of when due, or (iii) interest upon any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Administrative Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 The breach by the Borrower of any of the terms covenants set forth in (a) Section 6.19, (b) Section 6.2 or provisions of (c) Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.7(c), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverageinsurance), or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could aggregate, would reasonably be expected to have a Material Adverse Effect.
7.10 Any Change , which judgment(s), in Control shall occur.
7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminatedany Loan Document (other than this Agreement), within the meaning which default or breach continues beyond any period of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided.
7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
Appears in 2 contracts
Sources: Modification Agreement (Tri Pointe Homes, Inc.), Modification Agreement (Tri Pointe Homes, Inc.)
Defaults. The All of the Obligations shall, at the Administration’s option and notwithstanding any time allowed by any instrument evidencing an Obligation, be immediately due and payable without notice or demand upon the occurrence of any one (1) or more of the following events (each a “Default”):
(a) The Borrower fails to pay the principal amount of the Loan and any applicable interest thereon according to the terms of the Note or a failure by the Borrower to pay the Obligations and any applicable interest thereon when due, whether at maturity or by reason of acceleration or demand pursuant to the terms of the Note or this Agreement or the Financing Documents, as it may apply, which failure shall constitute continue for more than ten (10) days from the date such payment was due and payable;
(b) The Borrower ceases to use the Project for the purposes listed on Exhibit A to this Agreement, or represented and as contemplated under this Agreement, or in the Application and the Commitment Letter, for more than thirty (30) days after written notice of such failure shall have been provided by the Administration to the Borrower;
(c) If, for any cause whatsoever, except for strikes, acts of God, or other causes beyond the reasonable control of the Borrower, the construction of the Project is at any time discontinued for a Default:period of thirty (30) days, or if the Project, as determined by the Administration, has not been completed or is not progressing in accordance with the Application and the certified energy savings contained in the Application;
7.1 (d) Any Loan proceeds are used for any purpose other than Eligible Project Costs;
(e) The Borrower breaches any term, condition, covenant, representation, warranty, or other provision of this Agreement or any of the other Financing Documents, subject to any applicable cure periods;
(f) Any representation or warranty made or deemed made by the Borrower in this Agreement or on behalf in any of the Borrower under Financing Documents or in any certificate, report, or opinion (including legal opinions), financial or other statement, or other document furnished at any time in connection with this Agreement, the Loan or herewith or therewith shall prove to have been misleading in any Credit Extension, material respect or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be was incorrect or untrue in any material respect when made made;
(g) The Borrower breaches any covenant, agreement or deemed made.
7.2 Nonpayment promise or other provision of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document under the Financing Documents, which breach is not cured within thirty (30) days after from the same becomes due.
7.3 The breach by date the Borrower of any receives written notice of the terms or provisions of Section 6.2breach from the Administration; provided, 6.3 (provided however that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than shall not receive a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) day cure period under this subsection for any breach for which there is a specific Default set forth in this section;
(h) Any portion of, or interest in, the Project is sold, leased, subleased, transferred, encumbered, or otherwise conveyed, or a Lien is granted or placed against the Project or the Equipment, without the prior written consent of the Administration;
(i) The Borrower fails to comply with any requirement of any Governmental Authority or Law within 30 days after written notice of the requirement is given or within any other time period set by the Governmental Authority or under applicable Law; or if any proceeding is commenced or action taken to enforce any remedy for a violation of any requirement of a Governmental Authority or Law or any restrictive covenant affecting any part of the Project is not stayed or lifted within 30 days;
(j) A default or incipient event of default occurs under the terms of any other agreement to which the Borrower by is a party including, without limitation, any bond, debenture, note, or other evidence of Indebtedness of the Agent Borrower which default causes a Material Adverse Change and remains uncured beyond any applicable grace or any Lender.cure period;
(k) Any court of competent jurisdiction makes a final order (i) Failure of adjudicating the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectbankrupt, (ii) make an assignment for appointing a trustee or receiver of a substantial part of the benefit property of creditorsthe Borrower, (iii) apply approving a petition for, seekor affecting an arrangement in, consent tobankruptcy, a reorganization pursuant to federal bankruptcy law, or acquiesce in, any other judicial modification or alteration of the appointment rights of a receiver, custodian, trustee, examiner, liquidator the Administration or similar official for it or any Substantial Portion of its Propertyother creditors of the Borrower, (iv) institute assuming custody or sequestering any proceeding seeking an order for relief under substantial part of the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition property of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsthe Borrower, or (v) fail to contest within the applicable time period attaching or garnishing any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent substantial part of the Borrower property of the Borrower; or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for if the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property(A) files such petition, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.or
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) .
7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable.
7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on Indebtedness with an aggregate principal amount of $50,000,000 or more if the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other document evidencing or relating to Indebtedness with an aggregate principal amount of $50,000,000 or more shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (ivor a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity.
7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect.
7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15.
7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due.
7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent).
(i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due.
7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing.
7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code.
7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 50,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.
7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan:
(i) the institution of any steps by the Borrower, any ERISA Affiliate or any Reportable Event shall occur in connection with any other Person to terminate a Pension Plan that could reasonably be expected to have if, as a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The result of such termination, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of ERISA Affiliate could be required to make a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability contribution to such Multiemployer Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or
(ii) the complete or partial withdrawal from any Pension Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member ERISA Affiliate if, as a result of such withdrawal, the Borrower or any ERISA Affiliate could incur any liability by such Pension Plan in excess of $50,000,000; or
(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or
(iv) an ERISA Event shall have occurred that, in the opinion of the Controlled Group as withdrawal liability (determined as of the date of such notification)Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.
7.12 The 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.
7.13. A Change in Control shall occur.
7.14. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Borrower or any other member Person contests in writing the validity or enforceability of the Controlled Group shall have been notified by the sponsor any provision of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement any Loan Document; or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to assert the invalidity revoke, terminate or unenforceability of rescind any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”):
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Administrative Agent to Borrower.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Unused Fee or LC Fee within five (5) Business Days after the same becomes days of when due, or (iii) interest upon any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Administrative Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 The breach by the Borrower of any of the terms or provisions of covenants set forth in Section 6.2, 6.3 6.19 (other than as provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicablein Section 6.19(d), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Administrative Agent notifying the Borrower of any such breach.
7.5 Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (or the equivalent thereof in currencies other than Dollars) in the aggregate (net of any amounts paid or fully covered by independent third party insurance as to which the relevant insurance company does not dispute coverageinsurance), or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could aggregate, would reasonably be expected to have a Material Adverse Effect.
7.10 Any Change , which judgment(s), in Control shall occur.
7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $5,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.11 Any Change in Control shall occur.
7.12 The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminatedany Loan Document (other than this Agreement), within the meaning which default or breach continues beyond any period of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided.
7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
Appears in 2 contracts
Sources: Credit Agreement (TRI Pointe Group, Inc.), Credit Agreement (TRI Pointe Homes, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.4(a), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.19.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days Business Days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment adjustment, rehabilitation or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay (or make arrangements to pay), bond or otherwise discharge one or more judgments which are not stayed on appeal or otherwise being appropriately contested in good faith and which are (a) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (b) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect.
7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan.
7.11 Any Change in Control shall occur.
7.11 The Borrower 7.12 Any material License of RLIC or MHIC (a) shall be revoked by the Governmental Authority which issued a material License, or any other member of the Controlled Group action (administrative or judicial) to revoke a material License shall have been notified commenced against RLIC or MHIC and shall not have been dismissed within 180 days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the sponsor expiration thereof following application for such reissuance or renewal by RLIC or MHIC, as applicable.
7.13 The Insurance Subsidiaries shall be the subject of one or more final non-appealable orders imposing a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan fine in an amount which, when aggregated with all in excess of $10,000,000 in any single instance or other amounts required to be paid to Multiemployer Plans by such orders imposing fines in excess of $35,000,000 in the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of aggregate after the date of this Agreement by or at the request of one or more state insurance regulatory agencies as a result of the violation by such notification)Insurance Subsidiaries of such states’ applicable insurance laws or the regulations promulgated in connection therewith.
7.14 Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to result in have a Material Adverse EffectEffect and which is not stayed within ten (10) days.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Rli Corp), Credit Agreement (Rli Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 's or any Material Subsidiary’s 's existence), 6.10, 6.12, 6.13 or 6.14.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any formal corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 7.8. A judgment or other court order for the payment of money in excess of $100,000,000 65,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 7.10. Any Change in Control shall occur.
7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $75,000,000.
7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $75,000,000.
7.13 7.13. Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Defaults. The occurrence of any one or more of the following events shall constitute a "Default" hereunder:
7.1 (a) Any Borrower shall fail to pay, when due, any principal, interest or any other sum payable hereunder, under either Replacement Note, any Debenture, any other Settlement Document or any Surviving Document (whether upon maturity thereof, upon any installment payment date, upon any mandatory prepayment date, upon acceleration or otherwise).
(b) Any representation or warranty of any Borrower made or deemed made by or on behalf of the Borrower under herein or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Settlement Document shall be prove to have been incorrect or untrue in any material respect when on or as of the date made or deemed to have been made.
7.2 Nonpayment (c) Any Borrower shall fail to observe, satisfy or perform any other term, covenant or agreement contained in this Agreement, in any other Settlement Documents or in any Surviving Document, and such failure shall continue unremedied for any grace period applicable thereto.
(d) Any Borrower shall default beyond any applicable grace period with respect to any indebtedness or contingent obligations owing by such Borrower to any Lender or any third party, including, without limitation, CIT, and involving an amount in any such case of $25,000 or more.
(e) Any Operating Borrower (other than WEI) shall: (i) principal apply for or consent to the appointment of a receiver, trustee or liquidator of such Borrower or any Loan when due, of such Borrower's property or assets; (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes duebe unable, or admit in writing such Borrower's inability, generally to pay such Borrower's debts as they mature; (iii) interest upon any Loan or make a general assignment for the benefit of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or creditors; (iv) file a voluntary petition of bankruptcy, or a petition or an answer seeking reorganization or an arrangement with creditors or take advantage of any other obligation law or liability statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect or (v) any action shall be commenced seeking an order for relief against any Operating Borrower, or seeking reorganization, arrangement or composition of such Borrower or such Borrower's debts under this Agreement any law or statute pertaining to bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation, or similar statute analogous in purpose and effect.
(f) The issuance of any other Loan Document attachment or garnishment against any Borrower as the debtor, which is not discharged within thirty (30) days after the same becomes duethereafter.
7.3 The breach by the Borrower (g) One or more judgments or decrees in excess of $50,000 in any of the terms or provisions of Section 6.2, 6.3 (provided that such Default case shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or entered against any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Operating Borrower (other than a breach which constitutes a Default under another Section of this Article VIIWEI) of any of the terms and shall not have been vacated, discharged, stayed or provisions of this Agreement which is not remedied bonded pending appeal within thirty (30) days after written notice is given to from the Borrower by the Agent or any Lenderentry thereof.
(ih) Failure of the Any Borrower shall revoke or attempt to revoke any Settlement Document or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Surviving Document.
Appears in 2 contracts
Sources: Settlement Agreement (Williams Industries Inc), Settlement Agreement (Williams Industries Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”):
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach.
7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect.
7.10 Any Change , which judgment(s), in Control shall occur.
7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.12 7.11. Any Change in Control shall occur.
7.12. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of any Loan Document (other than this Agreement or other than a breach which constitutes an Event of Default under another Section of this Article VII), which default or breach continues beyond (A) thirty (30) days after the earlier of (i) any Note Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach or, (B) if greater, any period of grace provided in such Loan Document.
7.13. Any Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
Appears in 2 contracts
Sources: Credit Agreement (M.D.C. Holdings, Inc.), Credit Agreement (MDC Holdings Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 8.1 Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 Nonpayment of 8.2 (i) Nonpayment of principal of any Loan when due, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 8.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written notice is thereof given in accordance with Section 14.1 or after the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the Borrower event such breach can be cured by corrective action of the Loan Parties as determined by the Administrative Agent or any Lenderin its sole discretion).
(i) 8.4 Failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due any Indebtedness (after other than Permitted Nonrecourse Indebtedness) aggregating in excess of $10,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries 8.5 Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6.
7.7 8.6 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 8.7 Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion.
8.8 The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 (net of any amounts paid 10,000,000 in the aggregate, which are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 8.9 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 8.10 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $5,000,000 per annum.
7.12 8.11 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $10,000,000.
8.12 Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.
7.13 8.13 Any material portion of this Agreement or any Note Change in Control shall fail to remain in full force or effect or any occur. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect.
8.14 Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders.
8.15 The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.
Appears in 2 contracts
Sources: Credit Agreement (Toll Brothers Inc), Credit Agreement (Toll Brothers Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered.
7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.11, 6.12, 6.13 or 6.146.16(b).
7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender.
(e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable.
(if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h).
7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electric transmission line facilities, or any interest therein, to a regional independent grid operator.
(j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 (k) Any Change in Control ERISA Event shall occur.
7.11 The Borrower occur with respect to any Plan or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower ERISA Events that have occurred, has or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 (l) The Borrower or any other member of its Subsidiaries shall (i) be the Controlled Group shall have been notified subject of any proceeding or investigation pertaining to the release by the sponsor Borrower, any of a Multiemployer Plan that such Multiemployer Plan is being terminatedits Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, within or (ii) violate any Environmental Law, which, in the meaning case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect.
7.13 (m) Any material portion Change in Control shall occur.
(n) The Parent shall cease to own, free and clear of this Agreement all Liens, 100% of the outstanding shares of voting stock of the Borrower.
(o) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Idaho Power Co)
Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder:
7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.;
7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents;
(30c) days after the same becomes due.
7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34;
(with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.;
(ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.;
7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below;
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.;
7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion;
(i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;
(j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;
7.10 Any (k) any Change in Control shall occur.;
7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any toxic or hazardous waste or substance into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.;
7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;
(o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect;
(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document;
(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);
(r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or
(s) the Borrower or any of its Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.
Appears in 2 contracts
Sources: Credit Agreement (Star Gas Partners Lp), Credit Agreement (Star Gas Partners Lp)
Defaults. The occurrence of any one or more of A default (“Default”) means the following events shall constitute a Defaultoccurence of:
7.1 Any representation (a) any failure by the Servicer to remit to the Company or warranty made or deemed made by or on behalf of deposit in the Borrower under or in connection with this AgreementCollection Account, the Escrow Accounts, any Credit Extension, or any certificate or information delivered in connection with this accounts created under the Custodial and Paying Agency Agreement or any other Loan Document shall Other Accounts any amount required to be incorrect so remitted or untrue in any material respect when made or deemed made.
7.2 Nonpayment deposited under the terms of (i) principal of any Loan when due, this Agreement or (ii) the Custodial and Paying Agency Agreement or the LLC Operating Agreement; or
(b) any Reimbursement Obligation within five Insolvency Event (5without any cure period other than as may be provided for in the definition of Insolvency Event) Business Days after (i) with respect to the same becomes due, (iii) interest upon any Loan Servicer or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due its Related Parties, or (ivii) with respect to any other obligation Subservicer or liability any of its Related Parties; provided, that any such Insolvency Event under this Agreement or any other Loan Document clause (ii) (that is not otherwise an Insolvency Event under clause (i) hereof) shall not be an Event of Default hereunder (but shall in all events be a default under the applicable Subservicing Agreement) so long as the Servicer shall have fully replaced such affected Subservicer within thirty (30) days after the occurrence of such Insolvency Event; or
(c) any failure by the Servicer to duly perform its obligations in (i) Section 5.2(e), which failure continues unremedied for a period of five (5) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same becomes due.to be remedied, shall have been given by the Manager to the Servicer, or (ii) Section 5.2(f) or Section 5.2(g), which failure continues unremedied for a period of twenty-five (25) days, or such other period as the Manager and the Servicer agree, after the date on which written notice of such failure, requiring the same to be remedied, shall have been given by the Manager to the Servicer; or
7.3 The (d) any failure by the Servicer at any time (i) to be a Qualified Servicer or to renew or maintain any permit or license necessary to carry out its responsibilities under this Agreement in compliance with Law, or (ii) to cause each Subservicer to meet the applicable characteristics of a Qualified Servicer as required under Section 4.1 and to renew or maintain any permit or license necessary to carry out its responsibilities under any Subservicing Agreement, which, in the case of either (i) or (ii), continues unremedied for a period of thirty (30) days after the date on which written notice of such failure requiring the same to be remedied shall have been given by the Manager or the Initial Member to the Servicer; or
(e) any failure by the Servicer to cause any Subservicer to comply with the terms of its Subservicing Agreement with the Servicer, the occurrence of a default or material breach by any Subservicer under its Subservicing Agreement or the Borrower failure by the Servicer to replace any Subservicer upon the occurrence of any of such event in accordance with the terms governing material breach or provisions of Section 6.2, 6.3 default under the applicable Subservicing Agreement; or
(provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or f) any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower other failure (other than a breach which constitutes a Default under another Section of this Article VII) of those specified in any of Section 7.1(a) through (e)) by the terms Servicer to duly observe or provisions perform any other covenants or agreements on the part of the Servicer contained in this Agreement or to perform any Servicing Obligation in compliance with the Servicing Standard, and such failure continues unremedied for a period of thirty (30) days, or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree, after the date on which is written notice of such failure shall have been given by the Manager or the Initial Member to the Servicer; provided, however, that in the case of a failure that cannot remedied be cured within thirty (30) days after written notice is given (or such other period as the Manager, with the consent of the Initial Member, and the Servicer agree) with the exercise of reasonable diligence, the cure period shall be extended for an additional thirty (30) days if the Servicer can demonstrate to the Borrower reasonable satisfaction of the Manager and the Initial Member that the Servicer is diligently pursuing remedial action; and provided, further, that, with respect to any such failure failure under this Section 7.1(f) that relates exclusively to obligations included in any applicable Schedule hereto that can be amended or otherwise modified without the consent of the Initial Member, then no such consent of the Initial Member shall be required with respect to an applicable cure period hereunder so long as the such failure hereunder is not, or would not result in, a failure by the Agent Manager to comply with its obligations under the LLC Operating Agreement and the other Ancillary Documents; or
(g) the occurrence of any “Event of Default,” as defined in the LLC Operating Agreement; or
(h) receipt by the Manager or any Lender.the Servicer of notice from the Purchase Money Notes Guarantor that an “Event of Default” as defined in the Reimbursement, Security and Guaranty Agreement has occurred and is continuing; or
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration occurrence of any applicable grace period) in the observance or performance Restricted Servicer Change of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become dueControl.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Servicing Agreement, Servicing Agreement
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days one day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.9, 6.10, 6.126.14, 6.13 6.16, or 6.146.17.
7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5. Failure of the Borrower Company or any of its Material Significant Subsidiaries to pay when due (after any principal, interest or other amounts, subject to any applicable grace period) any Material Indebtedness; (ii) , or the Borrower default by the Company or any Material Subsidiary shall default (after of its Significant Subsidiaries in the expiration performance beyond the applicable grace period with respect thereto, if any, of any applicable grace period) term, provision or condition contained in the observance Five Year Credit Agreement or performance any agreement or agreements under which any Indebtedness in excess of 2% of Adjusted Tangible Net Worth was created or is governed, or any covenant other event shall occur or agreement relating condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Company or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Company or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower Company or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower Company or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other court order Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Company or any of its Significant Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in (not covered by insurance)in excess of $100,000,000 2% of Adjusted Tangible Net Worth (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in either such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 7.10. Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $75,000,000 which it shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant become liable to Section 4201 pay under Title IV of ERISA, withdrawal liability ; or notice of intent to such Multiemployer terminate a Single Employer Plan with Unfunded Liabilities in an amount which, when aggregated with all other amounts required to excess of $20,000,000 (a "Material Plan") shall be paid to Multiemployer Plans filed under Section 4041(c) of ERISA by the Borrower or any other member of the Controlled Group as withdrawal Group, any plan administrator or any combination of the foregoing; or PBGC shall institute proceedings under which it is likely to prevail under Title IV of ERISA to terminate, to impose liability (determined as other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist by reason of which the date of such notification)PBGC would be entitled to obtain a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, could reasonably be expected to result in or a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminateddefault, within the meaning of Title IV Section 4219(c)(5) of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.with respect
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Cardinal Health Inc), 364 Day Credit Agreement (Cardinal Health Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16 or 6.146.17.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender.
; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date or (if the Borrower has elected the Term-Out Option) the Maturity Date.
7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith.
7.10 A Change of Control shall occur.
7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist.
7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to assert the invalidity extent that such occurrence can be cured, shall continue for five days.
7.13 The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.
Appears in 2 contracts
Sources: Credit Agreement (Great Plains Energy Inc), Credit Agreement (Kansas City Power & Light Co)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) .
7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable.
7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on (i) Indebtedness under the U.S. Bank Facility or (ivii) other Indebtedness with an aggregate principal amount (for all affected Indebtedness described in this clause (ii)) of $50,000,000 or more if, in the case of both clause (i) and clause (ii), the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other obligation document evidencing or liability relating to Indebtedness described in clause (i) or to Indebtedness with an aggregate principal amount of $50,000,000 or more described in clause (ii) above shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity.
7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect.
7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15.
7.6. The Borrower shall default in the performance of any of its other obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due.
7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent).
(i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due.
7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing.
7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code.
7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 50,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.
7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan:
(i) the institution of any steps by the Borrower, any ERISA Affiliate or any Reportable Event shall occur in connection with any other Person to terminate a Pension Plan that could reasonably be expected to have if, as a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The result of such termination, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of ERISA Affiliate could be required to make a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability contribution to such Multiemployer Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or
(ii) the complete or partial withdrawal from any Pension Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member ERISA Affiliate if, as a result of such withdrawal, the Borrower or any ERISA Affiliate could incur any liability by such Pension Plan in excess of $50,000,000; or
(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA; or
(iv) an ERISA Event shall have occurred that, in the opinion of the Controlled Group as withdrawal liability (determined as of the date of such notification)Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.
7.12 The 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.
7.13. A Change in Control shall occur.
7.14. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all Obligations, ceases to be in full force and effect; or the Borrower or any other member Person contests in writing the validity or enforceability of the Controlled Group shall have been notified by the sponsor any provision of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement any Loan Document; or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower denies in writing that it has any or further liability or obligation under any Loan Document, or purports in writing to assert the invalidity revoke, terminate or unenforceability of rescind any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Madison Gas & Electric Co)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan or any L/C Obligation when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Loan, L/C Obligation or of any commitment fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 Sections 6.1 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.7, 6.9(v)(a), 6.10, 6.11, 6.12, 6.13 or 6.146.15.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(a) To the extent not waived, or if applicable, cured, (i) Failure the failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $10,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) the default by the Borrower or any Material Significant Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace periodterm, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or (iii) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any Significant Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iiib) the Borrower or any of its Material Significant Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiariesthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Significant Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety thirty (9030) consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of Property of the Borrower and its Significant Subsidiaries which, when taken together with all other court order Property of the Borrower and its Significant Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Significant Subsidiary shall fail within sixty (60) days to pay, bond or otherwise discharge in accordance with its terms one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Any Change Except as disclosed in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredDisclosure Documents, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any ERISA Affiliate incurs any liability to the PBGC (other member than liability for premium payments which are paid when due) or a Benefit Plan pursuant to Title IV of ERISA or the Controlled Group as Borrower or any ERISA Affiliate incurs any withdrawal liability pursuant to Title IV of ERISA with respect to a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Portland General Electric Co /Or/), Credit Agreement (Portland General Electric Co /Or/)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) due or in the payment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) .
7.2. The Borrower shall default in the payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable.
7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity.
7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect.
7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 hereof.
7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due.
7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent).
(i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due.
7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing.
7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code.
7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.
7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan:
(i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $40,000,000; or
(ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or
(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.
7.13. A Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Madison Gas & Electric Co), Credit Agreement (Mge Energy Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.9, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Borrower, Guarantor or any of its Subsidiaries to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan or reimbursement obligation in respect of any Letter of Credit when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any facility fee, Letter of Credit fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower or Guarantor of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17 or 6.146.18.
7.4 7.4. The breach by the Borrower or Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lenderdays.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or Guarantor to pay when due (after any applicable grace periodwhether at stated maturity, on the date fixed for prepayment, by acceleration or otherwise) any Indebtedness aggregating in excess of $50,000,000 (“Material Indebtedness”); (ii) or the default by Borrower or any Material Subsidiary shall default of its Subsidiaries or Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of Borrower or any of its Subsidiaries or Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The 7.6. Borrower or any of its Material Subsidiaries or Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or other organizational action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Borrower and its Subsidiaries or Guarantor which, when taken together with all other Property of Borrower and its Subsidiaries or Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. Borrower or any of its Subsidiaries or any Guarantor shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 50,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could in the aggregate shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 The 7.11. Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect.
7.12 The 7.12. Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if such reorganization or termination could shall have a Material Adverse Effect or be reasonably be expected likely to result in have a Material Adverse Effect.
7.13 Any material portion of this Agreement 7.13. Borrower or any Note of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has a Material Adverse Effect.
7.14. Any Change in Control shall occur.
7.15. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.16. The obligations of Guarantor under Article XIII hereof shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any of such Loan Documentobligations, or Guarantor shall deny that it has any further liability under such Article XIII, or shall give notice to such effect.
Appears in 2 contracts
Sources: Credit Agreement (Vectren Corp), Credit Agreement (Vectren Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder:
7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.;
7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents;
(30c) days after the same becomes due.
7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34;
(with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.;
(ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.;
7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below;
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.;
7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion;
(i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;
(j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;
7.10 Any (k) any Change in Control shall occur.;
7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any Materials of Environmental Concern into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.;
7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;
(o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect;
(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document;
(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);
(r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or
(s) the Borrower, PHI or any of their respective Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.
Appears in 2 contracts
Sources: Credit Agreement (Star Group, L.P.), Credit Agreement (Star Gas Partners Lp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) or nonpayment of any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or any Material Indebtedness of the Borrower or any of its Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith in a timely manner any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) 65,000,000 shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $65,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $65,000,000.
7.13 Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Oge Energy Corp.), Credit Agreement (Oge Energy Corp.)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee facility fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15 or 6.146.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 7.10. Any Change in Control shall occur.
7.11 7.11. The Borrower occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 7.12. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
7.13. Any member of the Controlled Group shall fail to pay when due an amount or amounts aggregating in excess of $15,000,000 which it shall have become liable to pay under Title IV of ERISA; or notice of intent to terminate a Single Employer Plan with Unfunded Liabilities in excess of $15,000,000 (a "Material Plan") shall be filed under Section 4041(c) of ERISA by any member of the Controlled Group, any plan administrator or any combination of the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any Material Plan; or a condition shall exist that could reasonably be expected to result in PBGC obtaining a decree adjudicating that any Material Plan must be terminated; or there shall occur a complete or partial withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which causes one or more members of the Controlled Group to incur a current payment obligation for withdrawal liability in excess of $15,000,000 in aggregate amount for the Controlled Group.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any other Loan Document, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note or any Reimbursement Obligation when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.Sections 6.10 through 6.24. ---------- --------------- -------------- ----
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of ----------- --- --- this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment ----------- or proceeding described in Section 7.7.
7.7 Without the applicationor (g) become unable to pay, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertynot pay, or a proceeding described ----------- admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of Borrower, Parent Guarantor, the Borrower Resort Owners or any Subsidiary Guarantor to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or material written or documentary information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed maderemade in accordance with the terms hereof.
7.2 (a) Nonpayment of (i) principal of or interest on any Loan when dueLoan, (ii) any Reimbursement Obligation within five (5) Business Days after commitment fee, undrawn fee or Agency Fee payable to the same becomes due, (iii) interest upon Administrative Agent or any Loan or of any fee Lender under any of the Loan Documents (i) within five (5) Business Days after the same becomes date such payment is due or (ivii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder) or (b) nonpayment of any Obligations (other obligation or liability under this Agreement than those described in the preceding clause (a)) payable to the Administrative Agent or any other Loan Document of the Lenders (i) within thirty (30) days five Business Days after written notice from the Administrative Agent to Borrower that the same becomes duehas not been paid when due or (ii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder).
7.3 The breach by the Borrower or Parent Guarantor of any of the terms or provisions of Section Sections 6.2, 6.3 6.6 (provided that such Default shall be deemed automatically cured or waived upon the delivery a breach of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (any covenant in Section 6.6 with respect to the Borrower’s furnishing of information, evidence or any Material Subsidiary’s existencecertificates of insurance shall not be a Default until the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor), 6.106.8, 6.126.10(a)(ii), 6.13 6.12 (after the period of ten (10) Business Days described therein), 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 (provided that a Default shall not occur in respect of any breach of the covenant in the last sentence of Section 6.18(a) to deliver documentation with respect to new Subsidiary Guarantors unless such breach is not remedied within ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or 6.14Parent Guarantor), 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.33, 6.34, 6.35 (provided that a breach of Section 6.35(b)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor; a breach of Section 6.35(b)(iv) shall not be a Default unless the same results in a material impairment of the Florida Hotel Ground Lease or the Texas Hotel Ground Lease or the Lien of the Second Mortgages or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower; a breach of Section 6.35(c)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower; and a breach of Section 6.35(f) shall not be a Default unless the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Borrower or Parent Guarantor), 6.36, 6.37, 6.39 or 6.40.
7.4 The breach by the Borrower or Parent Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which (a) if a default in the payment of money as and when due, is not remedied within five Business Days after written notice from the Administrative Agent to Borrower or Parent Guarantor, or (b) if any other breach or default, is not remedied for thirty (30) days after receipt of written notice from the Administrative Agent thereof to Borrower or Parent Guarantor, provided that if Borrower or Parent Guarantor commence to remedy such non-monetary breach or default within such thirty (30) day time period, such thirty (30) day time period for cure shall be extended for such time as is given reasonably necessary to complete such cure so long as Borrower or Parent Guarantor is diligently pursuing the Borrower by completion of such cure, but in no event shall the Agent time period for cure be extended for a period in excess of ninety (90) days after Borrower's or any LenderParent Guarantor's receipt of the initial written notice of breach or default.
(i) Failure of the Borrower 7.5 Borrower, Parent Guarantor or any of its Material Subsidiaries to pay when due shall (after a) default in any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration payment of any applicable grace periodIndebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (b) default in the observance or performance of any covenant agreement or agreement condition relating to any Material Indebtedness and as (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a result thereof trustee or agent on behalf of such Material holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness shall be declared to be become due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the its stated maturity thereof; maturity, provided that the foregoing (x) it shall not apply to any mandatory prepayment be a Default or optional redemption Event of any Default under this Section 7.5 unless the aggregate principal amount of all Indebtedness which would be required to be repaid as described in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or preceding clauses (iiia) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become dueand (b) is at least $5,000,000.
7.6 The Borrower Borrower, either Resort Owner, Parent Guarantor, any Property Manager, or any of its Material Subsidiaries Subsidiary Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Borrower, any Property Manager, Parent Guarantor, either Resort Owner or any of its Material SubsidiariesSubsidiary Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower either Resort Owner, Parent Guarantor, any Property Manager, or any of its Material Subsidiaries Subsidiary Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Borrower, either Resort Owner, Parent Guarantor, any Property Manager, or any of its Material Subsidiaries Subsidiary Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A Any court, government or governmental agency shall, other than in a Non-Material Condemnation, condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of either Resort Owner.
7.9 One or more of the following shall occur: (i) any money judgment or (other court order for the payment of than a money in excess of $100,000,000 (net of any amounts paid or judgment covered by independent third party insurance as to which the relevant insurance company does not dispute has acknowledged coverage) ), writ or warrant of attachment, or similar process is entered against either Resort Owner, Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project and shall be rendered against the Borrower remain undischarged, unvacated, unbonded or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal unstayed for a period of forty-thirty (30) days or in any event later than five (455) days.
7.9 The Unfunded Liabilities days prior to the date of all Single Employer Plans could in any proposed sale thereunder, (ii) a federal, state, local or foreign tax Lien is filed against either Resort Owner, Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project which is not discharged of record, bonded over or otherwise secured to the satisfaction of the Administrative Agent within thirty (30) days after the filing thereof, or (iii) an Environmental Lien is filed against either Resort Owner, Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project, and the aggregate reasonably be expected amount of any or all of the foregoing with respect to result in a Material Adverse Effect either Resort Owner and either the Opryland Hotel Florida or any Reportable Event shall occur in connection the Project exceeds $100,000 or with any Plan that could reasonably be expected respect to have a Material Adverse EffectBorrower, Parent Guarantor and Subsidiary Guarantors taken together exceeds $1,000,000.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability occurrence of any such "Default" or "Event of Default", as defined in any Loan DocumentDocument (other than this Agreement).
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 : Any representation or warranty made or deemed made by or on behalf of any Borrower or any of its Subsidiaries to the Borrower Lenders or any Agent under or in connection with this Agreement, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date as of which made (or deemed made.
7.2 ). Nonpayment of (i) principal of any Loan when due, (ii) or of any Reimbursement Obligation within five when due (5) Business Days after or in the same becomes duecase of any Reimbursement Obligation due upon demand, (iii) upon demand), or nonpayment of interest upon any Loan or of any fee facility fee, Issuance Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 . The breach by the any Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 Article 6. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after written notice is given to from the Borrower by the Agent or any Lender.
(i) Administrative Agent. Failure of the any Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace periodi) any Material Indebtedness; Indebtedness to any Lender, or (ii) any other Indebtedness in excess of, singly or in the aggregate an outstanding principal amount in excess of the Dollar Amount of $2,500,000 (any such Indebtedness being herein defined as "Material Indebtedness"); or the default by the US-Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of any Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower , or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The . Any Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws or the laws of any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws or the laws of any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 . Without the application, approval or consent of the any Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the any such Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A . Any court, government or governmental agency shall condemn, seize or other-wise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of any Borrower or any of the US-Borrower's Subsidiaries which, when taken together with all other Property of the US-Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion. Any Borrower or any of its Subsidiaries shall fail within 60 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of of, singly or in the aggregate, $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the applicable Equivalent Amount in the relevant insurance company does Agreed Currency) which is not dispute coverage) shall be rendered against the stayed on appeal or otherwise being appropriately contested in good faith. Any Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by any such Borrower, the US-Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 Adverse Effect. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 Plan. The US-Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the US-Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 exceeds $500,000. The US-Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the US-Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effect.
7.13 Any material portion of this Agreement which the reorganization or termination occurs by an amount exceeding $500,000. The US-Borrower or any Note other member of the Controlled Group shall terminate a Single Employer Plan resulting in Unfunded Liabilities to the Borrower in excess of $500,000. The US-Borrower or any other member of the Controlled Group shall incur liability for a violation of ERISA or the Code with respect to any Benefit Plan which exceeds $250,000. Any Change in Control shall occur, except such Change in Control consented to by the Administrative Agent and all Lenders. Nonpayment by any Borrower or any of its Subsidiaries, of any Rate Management Obligation when due or the default or breach by such Borrower or any such Subsidiary, of any term, provision or condition contained in any Rate Management Transaction which default or breach continues (without being waived) beyond any period of grace therein provided. The occurrence of any "default", as defined in any Document (other than this Agreement) or the breach of any of the terms or provisions of any Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided and has not been waived. Default (as such term is defined in any Guaranty) under a Guaranty shall have occurred and be continuing or a Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of a Guaranty, or any guarator shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Loan Collateral Document, or the Borrower (or any each other Person which has pledged collateral pursuant to any Collateral Document) shall fail to comply with any of the terms or provisions of any Collateral Document. The occurrence and continuance of any default or Event of Default as defined in the Debentures.
Appears in 1 contract
Sources: Revolving Credit Agreement (Richardson Electronics LTD/De)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lender under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Sections 6.2 or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.3.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay Indebtedness having a principal amount in the aggregate in excess of $250,000.00 when due (after due; or a default shall occur under any applicable grace period) any Material Indebtedness; (ii) agreements governing Indebtedness having a principal amount in the aggregate in excess of $250,000.00 of the Borrower or any Material Subsidiary or any other event shall default (after occur or condition shall exist, the expiration effect of any applicable grace period) which default, event or condition is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or Indebtedness having a principal amount in the observance aggregate in excess of $250,000.00 of the Borrower or performance any of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion substantial portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any reportable event (as defined in Section 4043 of ERISA) shall occur in connection with any Plan.
7.9. The Borrower or other court order any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could 250,000.00 in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith or are not covered by insurance.
7.10 Any Change 7.10. The acquisition by any Person, or two or more Persons acting in Control shall occur.
7.11 The Borrower or any other member concert, of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability beneficial ownership (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV Rule 13d-3 of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectthe Securities and Exchange Commission under the Securities Exchange Act of 1934) of 50% or more of the outstanding shares of voting stock of the Borrower.
7.13 Any material portion of this Agreement or any Note 7.11. The Borrower shall fail to remain in full force comply with the terms of the Security Agreement or effect or any action shall be taken the Trademark Security Agreement and such failure is not cured within thirty days following notice thereof by the Borrower to assert the invalidity or unenforceability of any such Loan DocumentLender.
Appears in 1 contract
Sources: Credit Agreement (Rockshox Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Event of Default:
7.1 Any representation or warranty made or deemed made by or on behalf of any Borrower or Subsidiary to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, Extension or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect being false or untrue misleading in any material respect when made or deemed on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) or nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the any Borrower or any Subsidiary of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Section 6.12 through Section 6.30.
7.4 The breach by the any Borrower or any Subsidiary (other than a breach which that constitutes a Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which breach is not remedied within thirty (30) 30 days after written the earlier of (a) any Borrower or Subsidiary becomes aware thereof or (b) any Borrower or the Borrowers’ Agent receives notice is given to of the Borrower by the Agent or any Lendersame from Administrative Agent.
(i) 7.5 Failure of the any Borrower or any of its Material Subsidiaries Subsidiary to pay when due (after any beyond applicable grace periodgrade periods) any Material Indebtedness; (ii) , the default by any Borrower or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event or condition, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness shall or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Borrower or any Subsidiary being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or as a result of permitted asset sales) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Borrower’s or any of its Material Subsidiaries shall not Subsidiary’s failure to pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Any Borrower or Subsidiary (or with respect to clause (ii) or (iii) only, a Material Borrower; provided that no more than one non-Material Borrower may become subject to any of its Material Subsidiaries shall such provision in any rolling six month period) (i) have has an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent to, consents to or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or effect, seeking to adjudicate it a bankrupt or insolvent, insolvent or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) fail takes any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section or (vi) fails to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the any Borrower or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be is appointed for the such Borrower or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be that is not permitted by Section 6.12 is instituted against the any Borrower or any of its Material Subsidiaries Subsidiary, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency condemns, seizes or otherwise appropriates or takes custody or control of all or any portion of the Property of any Borrower or Subsidiary that, when taken together with all other court order Property of the Borrowers and their Subsidiaries so condemned, seized, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 Any Borrower or Subsidiary fails within 45 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders that, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Any Change An ERISA Event occurs that, in Control shall occur.
7.11 The Borrower or any other member the opinion of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichRequired Lenders, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification)ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect.
7.12 The 7.11 Nonpayment by any Borrower or Subsidiary of any other member material Rate Management Obligation when due or the breach by the Borrower of any term, provision or condition in any material Rate Management Transaction or any transaction of the Controlled Group shall have been notified by type described in the sponsor definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Multiemployer Plan that such Multiemployer Plan Lender is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result a party thereto.
7.12 Any Change in a Material Adverse EffectControl.
7.13 The occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any notice, grace or cure period therein provided.
7.14 Any material Collateral Document necessary to create or grant a security interest in the Collateral or to perfect a security interest in the Collateral (the “Material Collateral Documents”) for any reason fails to create a valid and perfected first-priority security interest (subject only to Liens permitted by Section 6.23(g) and (i) and Section 6.23(b) to the extent such Liens are of the type described in Section 6.23(g) or (i)) in any substantial portion of this Agreement the Collateral or any Note shall fail material Collateral purported to be covered thereby, except as permitted by the terms of such Material Collateral Documents, fails to remain in full force or effect or effect, any action shall be is taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Material Collateral Document, or any Borrower or Subsidiary fails to comply in any material way with any of the terms or provisions of any Material Collateral Document to which it is a party (subject to any applicable notice, grace or cure periods therein provided).
Appears in 1 contract
Sources: Credit Agreement (Dolan Co.)
Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder:
7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.;
7.2 Nonpayment of (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents;
(30c) days after the same becomes due.
7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.13, 6.14, 6.16 through 6.34;
(with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.;
(ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.;
7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below;
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.;
7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve‑month period ending with the month in which any such action occurs, constitutes a Substantial Portion;
(i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;
(j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;
7.10 Any (k) any Change in Control shall occur.;
7.11 The Borrower (l) an ERISA Event shall have occurred which, together with all such other ERISA Events that have occurred, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect;
(m) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other member Person of any Materials of Environmental Concern into the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredenvironment, pursuant to Section 4201 of ERISAor (ii) violate any Environmental Law, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower case of an event described in clause (i) or any other member of the Controlled Group as withdrawal liability clause (determined as of the date of such notificationii), could reasonably be expected to result in have a Material Adverse Effect.;
7.12 The Borrower (n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;
(o) the sponsor Guaranty or the partnership agreement of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect;
(p) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document;
(q) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);
(r) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or
(s) the Borrower, PHI or any of their respective Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.
Appears in 1 contract
Sources: Credit Agreement (Star Group, L.P.)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Parent or any of its Subsidiaries to the Borrower Lenders or the Agent under or in connection with this AgreementAgreement or any amendment or modification hereof or waiver hereunder, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any amendment or modification hereof or waiver hereunder or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.2 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.25.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower Parent or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by Parent or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after the expiration Indebtedness of Parent or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Parent or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower 7.6. Parent or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Parent and its Subsidiaries which, when taken together with all other court order Property of Parent and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. Parent or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower Plan. 7.11. Nonpayment by Parent or any other member of its Subsidiaries of any Rate Management Obligation when due or the breach by Parent or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the Controlled Group shall have been notified by type described in the sponsor definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in Lender is a Material Adverse Effectparty thereto.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Midas Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by Puget Energy or on behalf of any Subsidiary to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) interest upon any Loan or nonpayment of any interest, fee or other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower or Puget Energy of any of the terms or provisions of Section 6.26.1, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.6, as applicable)6.7, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.16 or 6.146.17.
7.4 The breach by the Borrower or Puget Energy (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower or Puget Energy and/or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000, or the equivalent thereof in any currencies (after “Material Indebtedness”); or the default by Puget Energy and/or any of its Subsidiaries in the performance (beyond the applicable grace periodperiod with respect thereto, if any) of any term, provision or condition contained in any agreement under which any Material IndebtednessIndebtedness was created or is governed, or any other event shall occur or condition exist, if the effect of such default, event or condition is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; (ii) the Borrower or any Material Subsidiary shall default (after the expiration Indebtedness of Puget Energy and/or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Puget Energy or any of its Material Subsidiaries shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower Borrower, Puget Energy or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, to or acquiesce in, in the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any of its Property that, when combined with the Property of any of its Subsidiaries that is also the subject of any such action or acquiescence, constitutes a Substantial Portion of the Property of it and its PropertySubsidiaries, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or similar action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Borrower, Puget Energy or any of its Material SubsidiariesSignificant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Puget Energy or such Significant Subsidiary or any of its Material Property that, when combined with the Property of any of such Person’s Subsidiaries or that is also the subject of any such appointment, constitutes a Substantial Portion of the Property of such Person and its PropertySubsidiaries, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Borrower, Puget Energy or any of its Material Subsidiaries Significant Subsidiary, and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower, Puget Energy or any Significant Subsidiary which, when taken together with all other court order Property of such Person and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion of the Property of such Person and its Subsidiaries.
7.9 Puget Energy and/or any of its Subsidiaries, as applicable, shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragecurrencies) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (iii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Puget Energy and/or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by Puget Energy, any Subsidiary or any Reportable Event shall occur other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect.
7.10 7.11 Any Change in Control shall occur.
7.11 The Borrower or 7.12 Puget Energy and/or any other member of ERISA Affiliates thereof incur any liability to the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, PBGC pursuant to Section 4201 Title IV of ERISA (other than liability for premium payments which are paid when due) or to a Benefit Plan in excess of $10,000,000 in the aggregate pursuant to Title IV of ERISA, or Puget Energy and/or any ERISA Affiliates thereof incur, or receive notice of, any withdrawal liability pursuant to such Title IV of ERISA to or from a Benefit Plan or Multiemployer Benefit Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000 in the aggregate.
7.12 The Borrower 7.13 Any of the following events occurs with respect to any Benefit Plan of Puget Energy or any ERISA Affiliate thereof: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result terminate any such Benefit Plan, (e) the implementation by Puget Energy or any ERISA Affiliate thereof of any steps to terminate any such Benefit Plan, or (f) the receipt of notice by Puget Energy or any ERISA Affiliate thereof that any Multiemployer Benefit Plan is in a Material Adverse Effectreorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects Puget Energy and/ or any ERISA Affiliates thereof to liability in excess of $25,000,000 in the aggregate.
7.13 Any material portion of this Agreement or any Note 7.14 The Guaranty shall fail to remain in full force or effect and effect, or any action shall be taken by to discontinue the Borrower Guaranty or to assert the invalidity or unenforceability thereof, or any Guarantor shall fail to comply with any of the terms or provisions thereof, or any Guarantor shall deny that it has any further liability thereunder or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Defaults. The occurrence of any one or more Each of the following events shall constitute be an event of default (a "Default") under this Lease:
7.1 Any representation i. Tenant shall fail to pay any Tenant Direct Expenses which are required to be reimbursed to Landlord or warranty made other Additional Rent or deemed made by or on behalf of the Borrower under or in connection with this AgreementExtended Term Monthly Base Rent (if applicable) (collectively, any Credit Extension, or any certificate or information delivered in connection with this Agreement "Rent") or any other Loan Document sum due and payable to Landlord under this Lease within ten (10) days after receipt of written notice from Landlord that the same is overdue;
ii. Any insurance required to be maintained by Tenant pursuant to this Lease shall be incorrect canceled or untrue terminated or shall expire or shall be reduced or materially changed;
iii. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant's interest in this Lease or the Property to any material respect when made party other than as permitted hereunder, or deemed made.Tenant's interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within ninety (90) days of the action;
7.2 Nonpayment of (i) principal iv. Tenant shall fail to discharge, bond over or otherwise obtain the release of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after lien placed upon the same becomes due, (iii) interest upon any Loan or Property in violation of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document Lease within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided notice to Tenant that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or lien is filed against the Property;
v. Tenant shall: (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iiA) make an a general assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.;
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 8.1. Nonpayment of any principal payment on any Note, Loan or Reimbursement Obligation when due.
8.2. Nonpayment of interest upon any Note or Loan or of any Facility Fee or Facility Letter of Credit Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due.
8.3. The breach of any of the terms or provisions of Sections 7.2, 7.3, 7.4, 7.10 through 7.20 and 7.23.
8.4. Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect untrue or untrue inaccurate in any material respect when on the date as of which made; provided, however, that as to any such untrue or inaccurate representation, warranty, acknowledgement or statement which was unintentionally submitted to the Administrative Agent or the Lenders and which can be made or deemed made.
7.2 Nonpayment true and correct by action of (i) principal Borrower, Borrower shall have a period of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after following the same becomes duedate of such representation, warranty acknowledgement or statement to undertake and complete all action necessary to make such representation, warranty, acknowledgement or statement true and correct in all material respects.
7.3 8.5. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII8.1, 8.2, 8.3 or 8.4) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; provided, however, if such breach is susceptible of cure but cannot be cured within such 30-day period and Borrower is proceeding diligently and in good faith to cure such breach, such thirty (30) day period shall be extended for up to an additional thirty (30) days, not to exceed a total of sixty (60) days, as shall be necessary for Borrower in the exercise of due diligence to cure such breach.
(i) 8.6. Failure of the General Partner, the Borrower or any of its Material their Subsidiaries to pay when due any Indebtedness (after any applicable grace periodother than (a) any Material Indebtedness; (ii) Indebtedness that is non-recourse to the General Partner, the Borrower or any Material Subsidiary the Subsidiaries and (b) the Indebtedness hereunder) aggregating in excess of $50,000,000 and such failure shall default (continue after the expiration of any applicable grace or cure period) , if any, specified in the observance any agreement or performance of any covenant or agreement instrument relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this AgreementIndebtedness; or (iii) the General Partner, the Borrower or any of their Subsidiaries defaults in the performance or observance of any agreement or condition relating to such Indebtedness that results in any such Indebtedness becoming due prior to its Material Subsidiaries scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Indebtedness or any trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 8.6 shall not payapply (x) to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or (y) to secured Indebtedness for which a forbearance, extension or admit restructuring agreement is in writing effect that prevents the holder or holders of such Indebtedness or any trustee or agent on its inability or their behalf from declaring such Indebtedness to paybecome due prior to its scheduled maturity. For purposes of clause (a) of this Section 8.6, its debts generally as they become due.
7.6 The the term “non-recourse” shall mean Indebtedness for which the General Partner, the Borrower or any Subsidiary is not liable other than (i) as to its interest in a specifically identified property or asset and (ii) with respect to fraud, misappropriation, and other customary “bad act carve-outs” under the applicable agreements relating to such Indebtedness, but only so long as no such “bad act carve-out” event has occurred. For purposes of its Material Subsidiaries this Section 8.6, the $50,000,000 threshold for Indebtedness to which this Section 8.6 applies shall include only the portion of Indebtedness that is recourse to the General Partner, the Borrower or any Subsidiary.
8.7. The General Partner, the Borrower or any Subsidiary having more than $10,000,000 of Equity Value shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or have an involuntary proceeding seeking such relief filed against it and such proceeding shall continue undismissed for sixty (60) days, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 8.7, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.8 and maintain adequate reserves for such contest in accordance with GAAP or (vii) not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 8.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiary having more than $10,000,000 of its Material Subsidiaries Equity Value or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv8.7(iv) shall be instituted against the General Partner, the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment 8.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Projects of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property.
8.10. The General Partner, the Borrower or any of their Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders for the payment of money in excess of $100,000,000 (net of any amounts paid an amount which, when added to all other judgments or covered by independent third party insurance as to which orders outstanding against the relevant insurance company does not dispute coverage) shall be rendered against General Partner, the Borrower or any Material Subsidiary and such judgment would exceed $10,000,000 in the aggregate, which have not been stayed on appeal or order shall continue without being vacatedotherwise appropriately contested in good faith, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) dayswith adequate reserves therefor having been maintained in accordance with GAAP.
7.9 8.11. The Unfunded Liabilities of all Single Employer Plans could in General Partner, the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $100,000 per annum.
7.12 8.12. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $1,000,000.
7.13 8.13. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of the nature of the problem if no specific time period is so established), material environmental problems related to Projects of the Borrower and its Subsidiaries if the affected Projects have an aggregate book value in excess of $20,000,000.
8.14. The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.
8.15. Any material portion of this Agreement the Loan Documents shall be revoked, rescinded, repudiated or any Note shall fail otherwise cease to remain be in full force or effect and effect, or any action of the General Partner, the Borrower or the Subsidiary Guarantors shall be taken assert that any of the Loan Documents has been revoked, rescinded or terminated (other than in accordance with its terms).
8.16. The breach by the Borrower to assert the invalidity or unenforceability any Subsidiary of any such Loan Documentterm, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transaction,” whether or not any Lender or Affiliate of a Lender is a party thereto, which continues beyond any applicable grace period.
(a) The acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof) of Equity Interests of the General Partner representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the General Partner; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the General Partner by Persons who were neither (i) nominated by the board of directors of the General Partner nor (ii) appointed by directors so nominated; or (c) the acquisition by any Person or group, directly or indirectly, by contract or otherwise of the power to exercise control over Equity Interests of the General Partner representing more than 30% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the General Partner.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty (other than a representation or warranty contained in Section 5.20) made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, or LC Fee within five days after the same becomes due, or nonpayment of any other obligations under any of the Loan Documents within five (5) Business Days days after notice from Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 7.3. The breach by the Borrower or the General Partner of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.19, 6.23 or 6.146.24.
7.4 7.4. The breach by the Borrower or the General Partner (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender, except that if such breach is curable, but is not susceptible of being cured within thirty days, then such breach shall not constitute a Default so long as Borrower commences cure within thirty days and diligently continues to cure the breach thereafter and completes such cure no later than ninety (90) days after notice of such breach.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or any Guarantor to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower Borrower, the General Partner, any Guarantor, or any of its Material Subsidiaries which contribute $10,000,000 or more to the Total Asset Value, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary, Property which contributes $10,000,000 or more to the Total Asset Value, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower Borrower, any Guarantor, or any of its Material SubsidiariesSubsidiaries which contribute $10,000,000 or more to the Total Asset Value, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Guarantor or any of its Material such Subsidiaries or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary Property which contributes $10,000,000 or more to the Total Asset Value, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Guarantor, or any of its Material such Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower, General Partner or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate (provided that for judgments against unconsolidated Subsidiaries, only the Consolidated Group Pro Rata Share of such judgment shall be included in determining whether the $10,000,000 threshold is exceeded), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10. Any Change in Control shall occur.
7.11. The Borrower or any Reportable Event of its Subsidiaries shall occur (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that could the case of an event described in clause (i) or clause (ii), would reasonably be expected to have a Material Adverse Effect.
7.10 Any Change 7.12. The occurrence of any "default", as defined in Control shall occurany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 7.13. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect (excluding in each case the occurrence of the foregoing as a result of a Guarantor ceasing to exist or ceasing to be a Subsidiary as a result of a transaction permitted elsewhere in this Agreement).
7.14. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section SECTION 6.2, SECTION 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 of SECTION 6.9 through 6.18 or 6.14any of Section 6.20 through 6.21.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article ARTICLE VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $5,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this SECTION 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section SECTION 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion substantial part of its Property, or a proceeding described in Section SECTION 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $1,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 7.11 Any Change in Control shall occur.
7.11 The Borrower or any other member of 7.12 At such time as the Controlled Group shall have Guaranty has been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan executed and delivered in an amount which, when aggregated accordance with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISASECTION 6.18 and thereafter, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note the Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Material Subsidiary shall fail to comply with any of the terms or provisions of the Guaranty, or any Material Subsidiary shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after .
7.2. The Borrower shall default in the same becomes due, (iii) payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable.
7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on (i) Indebtedness under the JPM Facility or (ivii) other Indebtedness with an aggregate principal amount (for all affected Indebtedness described in this clause (ii)) of $48,000,000 or more if, in the case of both clause (i) and clause (ii), the effect of such default is to accelerate, or permit the acceleration of, such Indebtedness; or any event specified in any note, agreement, indenture or other obligation document evidencing or liability relating to Indebtedness described in clause (i) or (ii) above shall occur if the effect of such event is to cause, or permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity.
7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect.
7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15.
7.6. The Borrower shall default in the performance of any of its other obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due.
7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent).
(i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due.
7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing.
7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code.
7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 48,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and shall not, within such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.
7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan:
(i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $48,000,000; or
(ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or
(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.
7.13. A Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or 7.1. Nonpayment of any principal payment on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect Note when made or deemed madedue.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any fee Unused Fee or of any other payment obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Article VI (other than a breach of subsections (e) and (f) of Section 6.26.2 which shall become an Event of Default if such breach is not cured by a principal payment made within the cure period provided for in Section 2.8).
7.4. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, 6.3 (provided that such Default any Loan, or any material certificate or information delivered in connection with this Agreement or any other Loan Document shall be deemed automatically cured or waived upon materially false on the delivery date as of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14which made.
7.4 7.5. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2, 7.3 or 7.4) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.6. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Recourse Indebtedness, regardless of amount, or any other Consolidated Outstanding Indebtedness in excess of $10,000,000 in the aggregate (after any applicable grace period) any collectively, “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or agreement relating to condition contained in any Material Indebtedness and as a result thereof agreement, or any other event shall occur or condition exist, which causes or permits any such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; thereof (provided that the foregoing failure to pay any such Material Indebtedness shall not apply constitute a Default so long as the Borrower or its Subsidiaries is diligently contesting the payment of the same by appropriate legal proceedings and the Borrower or its Subsidiaries have set aside, in a manner reasonably satisfactory to Administrative Agent, a sufficient reserve to repay such Indebtedness plus all accrued interest thereon calculated at the default rate thereunder and costs of enforcement in the event of an adverse outcome, or, under any mandatory prepayment Swap Contract, the occurrence of an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or optional redemption of any Indebtedness Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which would be required to be repaid the Borrower or any Subsidiary is an Affected Party (as so defined) and, in connection with either event, the consummation of a transaction Swap Termination Value owed by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower as a result thereof is greater than $10,000,000.
7.7. The Borrower, or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.8 or (vii) admit in writing its inability to pay its debts generally as they become due.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 7.8. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Subsidiary or for any Substantial Portion of its Propertythe Property of the Borrower or such Subsidiary, or a proceeding described in Section 7.6(iv7.7(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment 7.9. The Borrower or other court order any of its Subsidiaries shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments, warrants, writs of attachment, execution or similar process or orders for the payment of money in excess an amount which, when added to all other judgments, warrants, writs, executions, processes or orders outstanding against Borrower or any Subsidiary would exceed $10,000,000 in any instance or the amount of $100,000,000 (net 25,000,000 in the aggregate during any calendar year, which have not been stayed on appeal or otherwise appropriately contested in good faith; provided, however, that if a bond has been issued in favor of any amounts paid the claimant or covered by independent third party insurance as other Person obtaining such judgment, warrant, writ, execution, order or process, the issuer of such bond shall execute a waiver or subordination agreement in form and substance satisfactory to the Administrative Agent pursuant to which the relevant insurance company does not dispute coverage) shall be rendered against issuer of such bond subordinates its right of reimbursement, contribution or subrogation to the Obligations and waives or subordinates any Lien it may have on the assets of Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysits Subsidiaries.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $500,000 per annum.
7.12 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $500,000.
7.13 Any material portion 7.12. Failure to remediate within the time period permitted by law or governmental order, after all administrative hearings and appeals have been concluded (or within a reasonable time in light of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken the nature of the problem if no specific time period is so established), environmental problems at Properties owned by the Borrower to assert the invalidity or unenforceability any of its Subsidiaries or Investment Affiliates whose aggregate book value exceeds $25,000,000 .
7.13. The occurrence of any such “Default” as defined in any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.
7.14. The attempted revocation, challenge, disavowment, or termination by the Borrower or Guarantors of any of the Loan Documents.
7.15. Any Change of Control shall occur. Any Change in Management shall occur. A federal tax lien shall be filed against Borrower or any of its Subsidiaries under Section 6323 of the Code or a lien of the PBGC shall be filed against Borrower or any of its Subsidiaries under Section 4068 of ERISA and in either case such lien shall remain undischarged (or otherwise unsatisfied) for a period of twenty-five (25) days after the date of filing.
Appears in 1 contract
Sources: Credit Agreement (Inland Diversified Real Estate Trust, Inc.)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf 5.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after .
5.2. The Borrower shall default in the same becomes due, (iii) payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable.
5.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity.
5.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect.
5.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15.
5.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due.
7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent).
(i) Failure of the 5.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due.
7.6 5.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal bankruptcy laws Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing.
5.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code.
7.8 5.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.
7.9 The Unfunded Liabilities 5.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan:
(i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $40,000,000; or
(ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or
(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
7.10 5.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.
5.13. A Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.106.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional 76 redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.. 77
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2Sections 6.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.4(a), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.18.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty twenty (3020) days Business Days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment adjustment, rehabilitation or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay (or make arrangements to pay), bond or otherwise discharge one or more judgments which are not stayed on appeal or otherwise being appropriately contested in good faith and which are (a) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (b) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect.
7.10 The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $1,000,000 or any Reportable Event shall occur in connection with any Plan.
7.11 Any Change in Control shall occur.
7.11 The Borrower 7.12 Any material License of RLIC or MHIC (a) shall be revoked by the Governmental Authority which issued a material License, or any other member of the Controlled Group action (administrative or judicial) to revoke a material License shall have been notified commenced against RLIC or MHIC and shall not have been dismissed within 180 days after the commencement thereof, (b) shall be suspended by such Governmental Authority for a period in excess of thirty (30) days or (c) shall not be reissued or renewed by such Governmental Authority upon the sponsor expiration thereof following application for such reissuance or renewal by RLIC or MHIC, as applicable.
7.13 The Insurance Subsidiaries shall be the subject of one or more final non-appealable orders imposing a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan fine in an amount which, when aggregated with all in excess of $10,000,000 in any single instance or other amounts required to be paid to Multiemployer Plans by such orders imposing fines in excess of $35,000,000 in the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of aggregate after the date of this Agreement by or at the request of one or more state insurance regulatory agencies as a result of the violation by such notification)Insurance Subsidiaries of such states’ applicable insurance laws or the regulations promulgated in connection therewith.
7.14 Any Insurance Subsidiary shall become subject to any conservation, rehabilitation or liquidation order, directive or mandate issued by any Governmental Authority or any Insurance Subsidiary shall become subject to any other directive or mandate issued by any Governmental Authority which could reasonably be expected to result in have a Material Adverse EffectEffect and which is not stayed within ten (10) days.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Rli Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article 6.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (b) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationwhich judgment(s), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Documentcase, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 8.1 Any representation or warranty made or deemed made by or on behalf of any Credit Party to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionRevolving Loan, any Letter of Credit, the Collateral Documents, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date as of which made or deemed made.
7.2 8.2 Nonpayment of (i) principal of any Revolving Loan when due, or nonpayment of interest upon any Revolving Loan or of any commitment fee or other obligations (iiincluding, without limitation, Reimbursement Obligations) under any Reimbursement Obligation of the Loan Documents within five (5) three Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 8.3 The breach by the TLGI, any Borrower or any Subsidiaries of any of the terms or provisions of Section 6.2SECTION 7.2, 6.3 (provided that such Default shall be deemed automatically cured SECTION 7.3(a), SECTIONS 7.12 through 7.27, or waived upon the delivery SECTIONS 7.30 through 7.34; PROVIDED, HOWEVER, any failure to provide notice of such notice or the cure or waiver of the related any Unmatured Default or Default, as applicable), 6.4 (with respect pursuant to SECTION 7.3(a) shall not give rise to a Default under this SECTION 8.3 if such Unmatured Default may be cured pursuant to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14terms of this Agreement and is in fact cured prior to maturing into a Default.
7.4 8.4 The breach by the TLGI, any Borrower or any of their Subsidiaries (other than a breach which constitutes a Default under another Section of this Article VIISECTION 8.1, 8.2 or 8.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty the earlier to occur of (30x) 30 days after written notice is given to the Borrower by of such breach from the Agent or any LenderLender or (y) 30 days after any Executive Officer first has knowledge thereof.
(i) 8.5 Failure of the TLGI, any Borrower or any of its Material their Subsidiaries to pay any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Indebtedness incurred prior to the Petition Date) equal to or exceeding $5,000,000 in the aggregate for TLGI, such Borrower and such Subsidiaries when due (after due; or the default by TLGI, any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Material Indebtedness incurred prior to the Petition Date) equal to or exceeding $5,000,000 in the aggregate for TLGI, such Borrower and as a result thereof such Material Subsidiaries was created or is governed, or any other event shall occur or condition exist the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Indebtedness incurred prior to the Petition Date) of TLGI, any Borrower or any Subsidiaries of either equal to or exceeding $5,000,000 in the aggregate for all such Persons shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to , or TLGI, any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries either shall not pay, or shall admit in writing its inability to pay, its debts incurred postpetition generally as they become due.
7.6 The 8.6 With respect to the Chapter 11 Cases, (i) the entry of an order authorizing any Borrower in any of the Chapter 11 Cases to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code, or authorizing any Person to recover from any portions of the Collateral any costs or expenses of preserving or disposing of such Collateral under Section 506(c) of the Bankruptcy Code, or (except as provided in the Borrowing Order) authorizing the use of cash collateral without the Agent's prior written consent under Section 363(c) of the Bankruptcy Code; (ii) the appointment of an interim or permanent trustee in any of the Chapter 11 Cases or the appointment of an examiner in any of the Chapter 11 Cases with expanded powers to operate or manage the financial affairs, the business, or reorganization of any Borrower; (iii) the dismissal of any of the Chapter 11 Cases, or the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, unless the Borrower or Borrowers subject to such dismissal or conversion are, in the judgment of the Agent, immaterial either individually or in the aggregate; (iv) the entry of an order granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (a) to allow any creditor to execute upon or enforce a Lien on any material portion of the Collateral or on any other property or assets of any Borrower material to the property and assets of the Borrowers, taken as a whole, or (b) with respect to any Lien of, or the granting of any Lien on any material portion of the Collateral or any other material property or assets of any of the Borrowers, in each case in the Agent's reasonable judgement, either individually or taken as a whole, to, any State or local environmental or regulatory agency or authority; (v) other than as approved by the Agent, the entry of an order amending, supplementing, staying, vacating or otherwise modifying any of the Borrowing Order or this Agreement or any other Loan Document or any of its Material Subsidiaries shall the Agent's or the Lenders' rights, benefits, privileges or remedies under the Borrowing Order, this Agreement or any other Loan Document; (ivi) have the entry of an order for relief reconsolidating or combining any Borrower with any other Person (other than a Borrower); (vii) an order shall be entered approving, or there shall arise, any other administrative expense claim (other than those specifically referred to in SECTION 2.20) having any priority over, or being PARI PASSU with the administrative expense priority of the Obligations in respect to it under of any of the Federal bankruptcy laws as now Chapter 11 Cases; (viii) filing by any of the Credit Parties of, or hereafter in effect, (ii) make an assignment for the benefit support by any of creditors, (iii) apply them for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment motion or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in any impairment of the Lenders' rights under this Agreement (a "MATERIAL ADVERSE ACTION"); or (ix) a final judgment or other judicial determination not subject to further review in any Material Adverse Effect Action by any other party in interest which results in any impairment of the Lenders' rights under this Agreement.
8.7 With respect to the Canadian Cases (i) the making of an order authorizing TLGI or any Reportable Event shall occur Canadian Subsidiary in connection with the Canadian Cases to obtain financing without the Required Lenders' prior written consent; (ii) the making of an order by the Canadian Court granting relief from or modifying the stay of proceedings under the CCAA Orders (a) to allow any Plan that could reasonably be expected creditor to have execute upon or enforce a Material Adverse Effect.
7.10 Any Change Lien on any material property or assets of TLGI and the Canadian Subsidiaries, taken as a whole, or to appoint a receiver and manager, receiver, trustee, administrator or liquidator of or in Control shall occur.
7.11 The Borrower respect of a material portion of the property or assets of TLGI and the Canadian Subsidiaries, taken as a whole, or the issuance of any receiving order or orders in respect of TLGI or any Canadian Subsidiary or (b) to allow any party other member than TLGI or a Canadian Subsidiary to reject, cancel, terminate, breach, modify or accelerate any obligations of the Controlled Group shall have been notified by the sponsor of TLGI or a Multiemployer Plan that it has incurredCanadian Subsidiary under (1) any Prepetition Indebtedness, pursuant (2) any Material Contract, or (3) any other agreement, contract, instrument or other document to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower which TLGI or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification)Canadian Subsidiary is a party, which rejection, cancellation, termination, breach, modification or acceleration could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower , or (c) with respect to any other member Lien of any federal or provincial environmental or regulatory agency or authority (whether or not such Lien is preserved or created under the CCAA); (iii) the failure of TLGI and the Canadian Subsidiaries to obtain an order extending the stay of proceedings under the CCAA Orders during the pendency of the Controlled Group shall have been notified by Chapter 11 Cases; (iv) the sponsor making of a Multiemployer Plan that such Multiemployer Plan is being terminatedan order in the Canadian Cases amending, within supplementing, staying, vacating or otherwise modifying the meaning of Title IV of ERISACCAA Orders, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect other Loan Document, or any action shall be taken by of the Borrower to assert Agent's or any Lender's rights, benefits, privileges, remedies or priorities under the invalidity CCAA Orders, this Agreement or unenforceability any other Loan Document; (v) the making of any such Loan Document.order creating a Lien on any material assets or property of TLGI and the Canadian Subsidiaries, in the reasonable judgment of the Agent, either individually taken as a whole, other than the Permitted Canadian CCAA Liens;
Appears in 1 contract
Sources: Debt Agreement (Loewen Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any facility or utilization fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, Sections 6.9 through 6.12, 6.13 or 6.14.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) Failure 7.5. The default by the Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any Indebtedness aggregating an amount equal to or in excess of $25,000,000 was 45 created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any such Indebtedness of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the applicationor (g) become unable to pay, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertynot pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence 4.1 Borrower shall be considered in default hereunder in each instance that (a) Borrower fails to make any payment within ten (10) days after it is due under the Note or Mortgages; (b) Borrower fails to pay any other sum within ten (10) days after it is due under the Loan Documents; (c) Borrower fails to perform according to the terms of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (than with respect to the Borrower’s payment of principal, interest, or other sums payable pursuant to the Loan Documents; (d) if a foreclosure action is instituted against the Property or a Notice of Lis Pendens is recorded covering all or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any part of the terms or provisions of this Agreement Property which is not remedied released or discharged within thirty (30) 20 days after written Borrower receives notice of same; (e) Borrower shall cause or permit conditions to arise that, in the reasonable opinion of Lender, would materially impair the collateral for the Loan, or materially and adversely affect the value thereof such that the 80% loan to value ratio is given not maintained; (f) Borrower shall fail, neglect or refuse to perform any of Borrower’s promises or agreements hereunder or breach any promise, covenant, warranty or agreement made in the Loan Documents; (g) it shall appear that the Property is in violation of any covenants, restrictions, codes or zoning ordinances affecting the Property, and Borrower is unable to promptly resolve the same to the Borrower by the Agent or any Lender.
(i) Failure satisfaction of the persons or authorities claiming such violation; (h) Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Guarantor shall become insolvent, or if there is filed a voluntary or involuntary petition in bankruptcy against Borrower or any Material Subsidiary shall default (after Guarantor, or if a conservator or trustee is appointed for the expiration assets of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not payGuarantor, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, creditors is made by Borrower; (iiii) apply for, seek, consent to, or acquiesce in, the appointment entry of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the judgment against Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 250,000.00 or is a lien against the Property and is not discharged of record within 45 days after the Borrower receives notice that a judgment is recorded so as to constitute such a lien; (net j) the issuance of any amounts paid writ of attachment or covered by independent third party insurance as to which writ of garnishment, or the relevant insurance company does not dispute coverage) shall be rendered filing of any lien, against the any property of Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period Guarantor; (k) the taking of forty-five (45) days.
7.9 The Unfunded Liabilities possession of all Single Employer Plans could in any substantial part of the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The property of Borrower or any other member Guarantor at the instance of any governmental authority; (l) the Controlled Group shall have been notified by the sponsor dissolution, merger, consolidation or reorganization of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any Guarantor without Lender’s prior written consent (other member than the proposed merger of the Controlled Group as withdrawal liability Eagle Supply Group, Inc. into Gulfco and of Gulfco into Gulfside); (determined as m) any representation or warranty of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any Guarantor under the Loan Documents is false or misleading in any material respect; or (n) a default of any other member loan or indebtedness owing by Borrower or any Guarantor, other than Gulfside Supply, Inc. or Gulfco Acquisition, Inc., to Lender, whether presently existing or hereafter made during the term of the Controlled Group subject Loan, which default is not cured upon the expiration of applicable cure periods. In the event of any of the foregoing, Borrower shall be considered in default hereunder, provided, however, that as to all events of default enumerated above besides “a”, “b”, “and “i” (defaults under which shall not be subject to any cure period), Borrower shall have been notified 45 days after notice from Lender to cure the noticed default and to deliver evidence of such cure satisfactory to Lender. Subject only to the foregoing notice and cure period, if applicable, upon the occurrence of any event of default so enumerated, Lender, at its sole option, in its sole discretion, without prejudice to any other right or remedy Lender may have as a matter of law, and separately or in any combination to the extent permitted by applicable law, may:
(a) Declare all sums evidenced by the sponsor Note and secured by the Mortgages, and all sums due hereunder, to be immediately due and payable and, unless the same are paid forthwith upon Lender’s demand, may exercise all of a Multiemployer Plan Lender’s rights and remedies under the Loan Documents including, without limitation, foreclosing the Mortgages;
(b) Draw upon any letter of credit or other security that such Multiemployer Plan is being terminatedhas been pledged to Lender as collateral for the Loan;
(c) Enter upon and take possession of the Property, within employ watchmen to protect the meaning Property from injury. The remedies of Title IV Lender enumerated above are cumulative to and not in limitation of ERISA, if such termination could reasonably be expected to result Lender’s other remedies set forth in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain and in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such other Loan DocumentDocuments.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 9.1. Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 9.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 9.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 8.2 and 8.11 through 8.21.
7.4 9.4. The breach by the General Partner or the Borrower (other than a breach which constitutes a Default under another Section of this Article VII9.1, 9.2, or 9.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days ten Business Days after written notice is given to from the Borrower by the Administrative Agent or any LenderLender provided, however, that if such Default is not curable within such time period, it shall not constitute a Default if the Borrower has commenced appropriate actions to effect a cure within ten days and diligently proceeds thereafter to effect a cure and cures such Default in no event later than 45 days after such written notice.
(i) 9.5. Failure of the General Partner, the Borrower or any of its Material their Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness which is outstanding in an aggregate amount of at least $10,000,000; (ii) or the default by the General Partner, the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) their Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the General Partner, the Borrower or any of their Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) General Partner, the Borrower or any of its Material their Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 9.6. The General Partner, the Borrower or any of its Material their Subsidiaries that has more than $20,000,000 of Total Tangible Assets shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 9.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.79.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 9.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiary that has more than $20,000,000 of its Material Subsidiaries Total Tangible Assets or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv9.6(iv) shall be instituted against the General Partner, the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A 9.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the General Partner, the Borrower and their Subsidiaries which, when taken together with all other Property of the General Partner, the Borrower and their Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property.
9.9. The General Partner, the Borrower or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 9.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $200,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 9.11. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000 or requires payments exceeding $1,000,000 per annum.
7.12 9.12. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $200,000.
7.13 Any 9.13. Failure to remediate within the time period permitted by law or governmental order (or within a reasonable time give the nature of the problem if no specific time period has been given) material portion environmental problems related to the Storage Properties whose aggregate book values are in excess of this Agreement $20,000,000 or any Note where the estimated cost of remediation is in the aggregate in excess of $100,000, in each case after all administrative and judicial hearings and appeals have been concluded.
9.14. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or the Guarantor denies that it has any further liability under the Guaranty, or gives notice to such effect.
9.15. The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.
Appears in 1 contract
Sources: Unsecured Revolving Credit Agreement (Susa Partnership Lp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) interest within three (3) days of when due on any Reimbursement Obligation within five (5) Business Days after the same becomes dueLoan, (iii) interest upon any Loan or nonpayment of any fee Reimbursement Obligation, or (iv) nonpayment of any commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3, or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.Sections 6.10 through 6.25. -55-
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after written notice is given to the Borrower by the Agent or any Lenderdays.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries or any Subsidiary to pay when due any Indebtedness aggregating in excess of $2,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall shall
(i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, ,
(ii) make an assignment for the benefit of creditors, ,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, ,
(iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment arrangement or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it,
(v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or
(vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Guarantor which, when taken together with all other court order Property of the Borrower or such Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 2,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $2,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occurPlan.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $2,000,000 or requires payments exceeding $500,000 per annum.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $2,000,000.
7.13 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect.
7.13 7.14 Any material portion Change in Control shall occur.
7.15 The occurrence of any "default," as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.16 Any Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan effect.
7.17 Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Borrower or any Subsidiary shall fail to comply with any of the terms or provisions of any Collateral Document.
7.18 The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct.
7.19 The Borrower or any Subsidiary shall fail to pay when due under any Operating Lease, any obligation with respect to a Letter of Credit, or any Contingent Obligation.
7.20 Nonpayment by the Borrower of any Rate Hedging Obligation when due or the breach by the Borrower of any term, provision or condition contained in any Rate Hedging Agreement.
7.21 The occurrence of a default or an event of default under the Indenture dated May 1, 2001 under which the ▇▇▇▇▇ are issued or any other event which would allow all or any of the holders of the ▇▇▇▇▇ to declare the ▇▇▇▇▇ to be immediately due and payable.
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, nonpayment of any LC Disbursement within one (ii) any Reimbursement Obligation within five (51) Business Days Day after the same becomes duehas been paid pursuant to a Letter of Credit, (iii) or nonpayment of interest upon any Loan or of any commitment fee, Letter of Credit fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article VI.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries or any Guarantor to pay when due any Indebtedness aggregating in excess of $500,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or any Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 100,000 (net of or the equivalent thereof in currencies other than U. 5. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $250,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occurPlan.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $250,000 or requires payments exceeding $50,000 per annum.
7.12 The Borrower or any other member of the Controlled Group Any Change in Control shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectoccur.
7.13 The occurrence of any "default", as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.14 Nonpayment by the Borrower of any Rate Management Obligation when due or the breach by the Borrower of any term, provision or condition contained in any Rate Management Transaction.
7.15 Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Sources: Loan Agreement (Equity Oil Co)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 9.1. Any representation or warranty made or deemed made by or on behalf of the General Partner, the Borrower or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 9.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 9.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Sections 8.2 and 8.11 through 8.21.
7.4 9.4. The breach by the General Partner or the Borrower (other than a breach which constitutes a Default under another Section of this Article VII9.1, 9.2, or 9.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days ten Business Days after written notice is given to from the Borrower by the Administrative Agent or any LenderLender provided, however, that if such Default is not curable within such time period, it shall not constitute a Default if the Borrower has commenced appropriate actions to effect a cure within ten days and diligently proceeds thereafter to effect a cure and cures such Default in no event later than 45 days after such written notice.
(i) 9.5. Failure of the General Partner, the Borrower or any of its Material their Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness which is outstanding in an aggregate amount of at least $10,000,000; (ii) or the default by the General Partner, the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) their Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the General Partner, the Borrower or any of their Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) General Partner, the Borrower or any of its Material their Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 9.6. The General Partner, the Borrower or any of its Material their Subsidiaries that have more than $20,000,000 (in the aggregate) of Total Tangible Assets shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 9.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.79.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 9.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the General Partner, the Borrower or any Subsidiaries that have more than $20,000,000 (in the aggregate) of its Material Subsidiaries Total Tangible Assets or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv9.6(iv) shall be instituted against the General Partner, the Borrower or any of its Material Subsidiaries such Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A 9.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the General Partner, the Borrower and their Subsidiaries which, when taken together with all other Property of the General Partner, the Borrower and their Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion of their Property.
9.9. The General Partner, the Borrower or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 9.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $200,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 9.11. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the General Partner, the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000 or requires payments exceeding $1,000,000 per annum.
7.12 9.12. The General Partner, the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of or ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the General Partner, the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $200,000.
7.13 Any 9.13. Failure to remediate within the time period permitted by law or governmental order (or within a reasonable time give the nature of the problem if no specific time period has been given) material portion environmental problems related to the Storage Properties whose aggregate book values are in excess of this Agreement $20,000,000 or any Note where the estimated cost of remediation is in the aggregate in excess of $100,000, in each case after all administrative and judicial hearings and appeals have been concluded.
9.14. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or the Guarantor denies that it has any further liability under the Guaranty, or gives notice to such effect.
9.15. The occurrence of any default under any Loan Document or the breach of any of the terms or provisions of any Loan Document, which default or breach continues beyond any period of grace therein provided.
Appears in 1 contract
Sources: Unsecured Revolving Credit Agreement (Susa Partnership Lp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 (a) Nonpayment of (i) any principal of payment or Reimbursement Obligation due hereunder or under any Loan Note when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest hereunder or upon any Loan Note or of any fee Facility Fee or other payment Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (ivfor the avoidance of doubt, the five (5) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes dueBusiness Day grace period shall only apply to Section 7.1(b).)
7.3 7.2. The breach by the Borrower of any of the terms or provisions of Sections 6.19 or 6.21 and such failure shall continue for thirty (30) days after written notice thereof shall have been given to the Borrower by the Administrative Agent; provided, however, that in the event that Borrower or the REIT shall fail to comply with Section 6.26.21(iii), 6.3 then the same shall not constitute a Default or Unmatured Default hereunder in the event that Borrower prepays the Loans or provides additional Unencumbered Pool Properties in accordance with the terms of this Agreement in an amount sufficient such that Borrower and the REIT would be fully in compliance with the covenant set forth in Section 6.21(iii) within ten (10) Business Days of the earlier to occur of (i) Borrower obtaining actual knowledge of such noncompliance, (ii) Borrower reporting any such noncompliance, or (iii) receipt by Borrower of written notice of such noncompliance from the Administrative Agent; and provided further, that such Default during any period in which Borrower or the REIT shall fail to be in compliance of any covenant in Section 6.21(iii) (without regard to any period provided in Section 2.8(b) or Section 7.2 for payment or to provide additional Unencumbered Pool Properties), then the Lenders shall have no obligation to make Loans or to issue Facility Letters of Credit.
7.3. Any representation or warranty made or deemed made by or on behalf of the Borrower, the REIT or any other members of the Consolidated Group to the Lenders or the Administrative Agent under or in connection with the Agreement, any Loan, or any material certificate or information delivered in connection with the Agreement or any other Loan Document shall be deemed automatically cured or waived upon materially false on the delivery date as of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14which made.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this the Agreement which is not remedied within thirty (30) days after written notice is given from the Administrative Agent provided that no cure period shall be available with respect to a failure to comply with the Borrower by the Agent terms of Section 6.3, Section 6.7(b) or any LenderSection 6.12.
(i) 7.5. Failure of the Borrower Borrower, the REIT or any other member of its Material Subsidiaries the Consolidated Group to pay when due any Recourse Indebtedness with respect to which the aggregate liability exceeds $50,000,000 or any Non-Recourse Indebtedness with respect to which the aggregate liability exceeds $75,000,000 (after any such Recourse Indebtedness or Non-Recourse Indebtedness in excess of such applicable grace period) any limit being referred to herein as “Material Indebtedness”); (ii) or the Borrower default by the Borrower, the REIT or any Material Subsidiary shall default (after other member of the expiration of any applicable grace period) Consolidated Group in the observance or performance of any covenant term, provision or agreement relating to condition contained in any Material Indebtedness and as a result thereof agreement, or any other event shall occur or condition exist, which causes, or permits, any such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that .
7.6. The Borrower, the foregoing shall not apply REIT or any other member of the Consolidated Group (other than any such other member (other than the REIT) of the Consolidated Group that, together with all other members of the Consolidated Group (other than Borrower and the REIT) then subject to any mandatory prepayment proceeding or optional redemption condition described in this Section or the immediately following Section 7.7, does not account for more than 5.0% of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any Total Asset Value at such Material Subsidiary not prohibited pursuant to this Agreement; or (iiitime) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy or insolvency laws of any jurisdiction as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy or insolvency laws of any jurisdiction as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.7 or (vii) admit in writing its inability to pay its debts generally as they become due.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a 7.7. A receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, the REIT or any other member of its Material Subsidiaries the Consolidated Group (other than any such other member (other than the REIT) of the Consolidated Group that, together with all other members of the Consolidated Group (other than Borrower and the REIT) then subject to any proceeding or condition described in this Section or the immediately preceding Section 7.6, does not account for more than 5.0% of Total Asset Value at such time) or for any Substantial Portion of its Propertythe Property of the Borrower, the REIT or such other member of the Consolidated Group, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Borrower, the REIT or any such other member of its Material Subsidiaries the Consolidated Group and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment 7.8. The Borrower, the REIT or any other court order member of the Consolidated Group shall fail within sixty (60) days to pay, bond or otherwise discharge any judgments or orders issued in proceedings with respect to which Borrower, the REIT or such member has been properly served or has been given due and proper written notice for the payment of money (excluding, however, any such judgments or orders related to any then outstanding Indebtedness which is not Recourse Indebtedness and which was not paid when due or is otherwise in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance default as described in Section 7.5 above, not to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacatedexceed, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected the $75,000,000 limit set forth in such Section 7.5), in an amount which, when added to result in a Material Adverse Effect all other judgments or orders outstanding against the Borrower, the REIT or any Reportable Event shall occur other member of the Consolidated Group would exceed $50,000,000 in connection with any Plan that could reasonably be expected to the aggregate, which have a Material Adverse Effectnot been stayed on appeal or otherwise appropriately contested in good faith.
7.10 Any Change in Control shall occur.
7.11 7.9. The Borrower Borrower, the REIT or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Borrower, the REIT or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $1,000,000 or requires payments exceeding $500,000 per annum.
7.12 7.10. The Borrower Borrower, the REIT or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower, the REIT and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $500,000.
7.13 Any material portion 7.11. The occurrence of this Agreement any “Default” as defined in any Loan Document or the breach of any Note shall fail to remain in full force of the terms or effect provisions of any Loan Document, which default or breach continues beyond any action shall be taken period of grace therein provided.
7.12. The attempted revocation, challenge, disavowment, or termination by the Borrower to assert the invalidity or unenforceability any Guarantor of any such of the Loan DocumentDocuments.
7.13. Any Change in Control shall occur.
Appears in 1 contract
Sources: Credit Agreement (RPT Realty)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf 7.1. The Borrower shall default in the payment of the Borrower under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after .
7.2. The Borrower shall default in the same becomes due, (iii) payment of interest upon on any Loan or of any fee under any of the Loan Documents within five (5) other amount payable by it hereunder and such default shall continue for two Business Days after the same becomes due and payable.
7.3. The Borrower or any of its Principal Subsidiaries shall default in the payment when due of any principal of or interest on any of its other Indebtedness having a principal amount of $25,000,000 or more; or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (ivwith the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due prior to its stated maturity.
7.4. Any representation, warranty or certification made or deemed made herein by the Borrower, or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished in any material respect.
7.5. The Borrower shall default in the performance of its obligations under Section 6.3, 6.4, 6.10, 6.11, 6.12, 6.13, 6.14 or 6.15 hereof.
7.6. The Borrower shall default in the performance of any of its other obligation or liability under obligations in this Agreement or any other Loan Document within thirty (30) and such default shall continue unremedied for a period of 30 days after the same becomes due.
7.3 The breach by earlier of (i) the date on which a senior officer of the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery becomes aware of such default, or (ii) the date on which notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice thereof is given to the Borrower by the Administrative Agent or any LenderLender (through the Administrative Agent).
(i) Failure of the 7.7. The Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to payto, or be generally unable to, pay its debts generally as they such debts become due.
7.6 7.8. The Borrower or any of its Material Subsidiaries shall (i) have an order apply for relief entered with respect or consent to it under the Federal bankruptcy laws as now appointment of, or hereafter in effectthe taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make an a general assignment for the benefit of its creditors, (iii) apply forcommence a voluntary case under the Bankruptcy Code, seek(iv) file a petition seeking to take advantage of any other law relating to bankruptcy, consent toinsolvency, reorganization, winding-up, or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce inin writing to, any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing.
7.9. A proceeding or case shall be commenced, without the application or consent of the Borrower, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, trustee, examiner, liquidator or similar official for it the like of the Borrower or of all or any Substantial Portion substantial part of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolventassets, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (iii) similar relief in respect of it or its debts the Borrower under any law relating to bankruptcy, insolvency insolvency, reorganization, winding-up or reorganization composition or relief adjustment of debtorsdebts, and such proceeding or case shall continue undismissed, or (v) fail to contest within the applicable time period an order, judgment or decree approving or ordering any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official foregoing shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertyentered and continue unstayed and in effect, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive 60 days; or an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy Code.
7.8 7.10. A final judgment or other court order judgments for the payment of money in excess of $100,000,000 (net of any amounts paid or 25,000,000 in the aggregate that is not covered by independent third party insurance as to which insurance, performance bonds or the relevant insurance company does not dispute coverage) like shall be rendered by a court or courts against the Borrower or any Material of its Principal Subsidiaries, and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 90 days from the date of entry thereof and the Borrower or the relevant Principal Subsidiary and such judgment or order shall continue without being vacatednot, discharged, satisfied or stayed or bonded pending appeal for a within said period of forty-five (45) 90 days, or such longer period during which execution of the same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal.
7.9 The Unfunded Liabilities 7.11. Any of all Single Employer Plans could in the aggregate reasonably be expected following events shall occur with respect to result in a Material Adverse Effect any Pension Plan:
(i) the institution of any steps by the Borrower, any member of its Controlled Group or any Reportable Event shall occur in connection with other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any Plan that such member could be required to make a contribution to such Pension Plan, or could reasonably be expected expect to have incur a Material Adverse Effectliability or obligation to such Pension Plan, in excess of $40,000,000; or
(ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could incur any liability by such Pension Plan in excess of $40,000,000; or
(iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
7.10 7.12. Any license, consent, authorization or approval, filing or registration now or hereafter necessary to enable the Borrower to comply with its obligations hereunder or under any other Loan Document shall be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.
7.13. A Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Mge Energy Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 8.1 Any representation or warranty made or deemed made by or on behalf of any Credit Party to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionRevolving Loan, any Letter of Credit, the Collateral Documents, any other Loan Document or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date as of which made or deemed made.
7.2 8.2 Nonpayment of (i) principal of any Revolving Loan when due, or nonpayment of interest upon any Revolving Loan or of any commitment fee or other obligations (iiincluding, without limitation, Reimbursement Obligations) under any Reimbursement Obligation of the Loan Documents within five (5) three Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 8.3 The breach by the TLGI, any Borrower or any Subsidiaries of any of the terms or provisions of Section 6.2SECTION 7.2, 6.3 (provided that such Default shall be deemed automatically cured SECTION 7.3(a), SECTIONS 7.12 through 7.29, or waived upon the delivery SECTIONS 7.31 through 7.36; PROVIDED, HOWEVER, any failure to provide notice of such notice or the cure or waiver of the related any Unmatured Default or Default, as applicable), 6.4 (with respect pursuant to SECTION 7.3(a) shall not give rise to a Default under this SECTION 8.3 if such Unmatured Default may be cured pursuant to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14terms of this Agreement and is in fact cured prior to maturing into a Default.
7.4 8.4 The breach by the TLGI, any Borrower or any of their Subsidiaries (other than a breach which constitutes a Default under another Section of this Article VIISECTION 8.1, 8.2 or 8.3) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty the earlier to occur of (30x) 30 days after written notice is given to the Borrower by of such breach from the Agent or any LenderLender or (y) 30 days after any Executive Officer first has knowledge thereof.
(i) 8.5 Failure of the TLGI, any Borrower or any of its Material their Subsidiaries to pay any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Indebtedness incurred prior to the Petition Date) equal to or exceeding $5,000,000 in the aggregate for TLGI, such Borrower and such Subsidiaries when due (after due; or the default by TLGI, any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Material Indebtedness incurred prior to the Petition Date) equal to or exceeding $5,000,000 in the aggregate for TLGI, such Borrower and as a result thereof such Material Subsidiaries was created or is governed, or any other event shall occur or condition exist the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Indebtedness (other than Indebtedness referred to in SECTION 8.2 and any Indebtedness incurred prior to the Petition Date) of TLGI, any Borrower or any Subsidiaries of either equal to or exceeding $5,000,000 in the aggregate for all such Persons shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to , or TLGI, any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries either shall not pay, or shall admit in writing its inability to pay, its debts incurred postpetition generally as they become due.
7.6 The 8.6 With respect to the Chapter 11 Cases, (i) the entry of an order authorizing any Borrower in any of the Chapter 11 Cases to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code, or authorizing any Person to recover from any portions of the Collateral any costs or expenses of preserving or disposing of such Collateral under Section 506(c) of the Bankruptcy Code, or (except as provided in the Final Borrowing Order) authorizing the use of cash collateral without the Agent's prior written consent under Section 363(c) of the Bankruptcy Code; (ii) the appointment of an interim or permanent trustee in any of the Chapter 11 Cases or the appointment of an examiner in any of the Chapter 11 Cases with expanded powers to operate or manage the financial affairs, the business, or reorganization of any Borrower; (iii) the dismissal of any of the Chapter 11 Cases, or the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code, unless the Borrower or Borrowers subject to such dismissal or conversion are, in the judgment of the Agent, immaterial either individually or in the aggregate; (iv) the entry of an order granting relief from or modifying the automatic stay of Section 362 of the Bankruptcy Code (a) to allow any creditor to execute upon or enforce a Lien on any material portion of the Collateral or on any other property or assets of any Borrower material to the property and assets of the Borrowers, taken as a whole, or (b) with respect to any Lien of, or the granting of any Lien on any material portion of the Collateral or any other material property or assets of any of the Borrowers, in each case in the Agent's reasonable judgement, either individually or taken as a whole, to, any State or local environmental or regulatory agency or authority; (v) other than as approved by the Agent, the entry of an order amending, supplementing, staying, vacating or otherwise modifying any of the Interim Borrowing Order, the Final Borrowing Order or this Agreement or any other Loan Document or any of the Agent's or the Lenders' rights, benefits, privileges or remedies under the Interim Borrowing Order, the Final Borrowing Order, this Agreement or any other Loan Document; (vi) the entry of an order reconsolidating or combining any Borrower with any other Person (other than a Borrower); (vii) an order shall be entered approving, or there shall arise, any other administrative expense claim (other than those specifically referred to in SECTION 2.20) having any priority over, or being PARI PASSU with the administrative expense priority of the Obligations in respect of any of the Chapter 11 Cases; (viii) filing by any of the Credit Parties of, or support by any of them for, any motion or proceeding which could reasonably be expected to result in any impairment of the Lenders' rights under this Agreement (a "MATERIAL ADVERSE ACTION"); or (ix) a final judgment or other judicial determination not subject to further review in any Material Adverse Action by any other party in interest which results in any impairment of the Lenders' rights under this Agreement.
8.7 With respect to the Canadian Cases (i) the making of an order authorizing TLGI or any Canadian Subsidiary in the Canadian Cases to obtain financing without the Required Lenders' prior written consent; (ii) the making of an order by the Canadian Court granting relief from or modifying the stay of proceedings under the CCAA Orders (a) to allow any creditor to execute upon or enforce a Lien on any material property or assets of TLGI and the Canadian Subsidiaries, taken as a whole, or to appoint a receiver and manager, receiver, trustee, administrator or liquidator of or in respect of a material portion of the property or assets of TLGI and the Canadian Subsidiaries, taken as a whole, or the issuance of any receiving order or orders in respect of TLGI or any Canadian Subsidiary or (b) to allow any party other than TLGI or a Canadian Subsidiary to reject, cancel, terminate, breach, modify or accelerate any obligations of TLGI or a Canadian Subsidiary under (1) any Prepetition Indebtedness, (2) any Material Contract, or (3) any other agreement, contract, instrument or other document to which TLGI or any Canadian Subsidiary is a party, which rejection, cancellation, termination, breach, modification or acceleration could reasonably be expected to result in a Material Adverse Effect, or (c) with respect to any Lien of any federal or provincial environmental or regulatory agency or authority (whether or not such Lien is preserved or created under the CCAA); (iii) the failure of TLGI and the Canadian Subsidiaries to obtain an order extending the stay of proceedings under the CCAA Orders during the pendency of the Chapter 11 Cases; (iv) the making of an order in the Canadian Cases amending, supplementing, staying, vacating or otherwise modifying the CCAA Orders, this Agreement or any other Loan Document, or any of the Agent's or any Lender's rights, benefits, privileges, remedies or priorities under the CCAA Orders, this Agreement or any other Loan Document; (v) the making of any order creating a Lien on any material assets or property of TLGI and the Canadian Subsidiaries, in the reasonable judgment of the Agent, either individually taken as a whole, other than the Permitted Canadian CCAA Liens; (vi) an order is made modifying or terminating the CCAA Orders in a way not approved in writing by the Required Lenders; or (vii) the removal of or change of the Monitor or a change in the duties and responsibilities of the Monitor shall occur which is not approved in writing by the Required Lenders.
8.8 TLGI, any Borrower or any of its Material their Subsidiaries shall (i) have an order for relief entered with respect fail within 30 days to it under the Federal bankruptcy laws as now pay, bond or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or otherwise discharge any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order (as to post-Petition Date liability or debt) for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and 5,000,000, unless such judgment or order shall continue without has been stayed on appeal or otherwise is being vacatedappropriately contested in good faith and against which appropriate reserves have been established in accordance with GAAP (provided that, dischargedin any event, satisfied execution of such judgment or order has been effectively stayed or bonded pending appeal for a period of forty-five (45) daysand no execution thereof has commenced and is continuing).
7.9 8.9 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate $5,000,000 or any Reportable Event, the occurrence of which may reasonably be expected to result in give rise to a Material Adverse Effect or any Reportable Event Effect, shall occur in connection with any Plan that could reasonably be expected Plan, or a contribution failure sufficient to have give rise to a Material Adverse Effectlien under section 302(f) of ERISA shall occur with respect to any Single Employer Plan.
7.10 Any Change in Control shall occur.
7.11 The Borrower 8.10 TLGI or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower TLGI or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $5,000,000 or requires payments exceeding $1,000,000 per annum.
7.12 The Borrower 8.11 TLGI or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of TLGI and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $1,000,000.
8.12 TLGI, any Borrower or any of their Subsidiaries shall be the subject of any proceeding or investigation pertaining to a Release by TLGI, any Borrower or any such Subsidiary or any other Person, or any violation of any Environmental Law, which, in either case, could reasonably be expected to result in have a Material Adverse Effect.
7.13 8.13 Any material portion Change of this Agreement or any Note Control shall occur.
8.14 Any Collateral Document shall fail to remain in full force or effect effect, or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any pledgor thereunder shall fail to perform its obligations under or otherwise comply with any of the terms or provisions of any Collateral Document, or any pledgor thereunder shall deny that it has any further liability under any Collateral Document, or shall give notice to such Loan Documenteffect, or any portion of the shares of stock pledged, or security interests granted, pursuant to any Collateral Document shall cease (after the time permitted for perfection hereunder shall have expired) to be validly perfected in favor of the Agent for the benefit of the Lenders, or (except as otherwise provided in the Collateral Documents and except to the extent such pledged shares represent Minority Interests) such pledged shares shall fail to represent 100% of the outstanding shares of stock of the Subsidiaries whose shares of stock are subject to the Collateral Documents.
8.15 A Material Judgment Event shall have occurred and 90 days shall have passed without one or more of the judgments, awards or other orders giving rise to such Material Judgment Event having been vacated such that on such 90th day the aggregate amount of all judgments, awards and orders as to post-Petition Date liability or debt entered against any of TLGI, any Borrower or any of their respective Subsidiaries which shall have been outstanding for at least 90 days without having been finally satisfied in full or vacated shall be in excess of $1,000,000.
(i) Any law, governmental rule, regulation or order binding on TLGI or any Borrower, or any change or modification therein or in the interpretation, administration or application thereof, shall become effective after the date hereof, or (ii) any license, authorization or permit of TLGI or any Borrower shall be cancelled, terminated, rescinded, revoked, suspended, impaired, otherwise finally denied renewal or otherwise modified in any material respect, or (iii) any license, authorization or permit of TLGI or any Borrower shall be renewed on terms different from the terms of the license, authorization or permit so renewed, and the occurrence of any such event or events described in clauses (i), (ii) and/or (iii), individually or in the aggregate, (a) adversely affects the economic or commercial value or usefulness of the Borrower's licenses, permits and authorizations in any State of the United States or province of Canada in a manner which could reasonably be expected to have a Material Adverse Effect, or
Appears in 1 contract
Sources: Debt Agreement (Loewen Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 7.3. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within (i) ten (10) days as to monetary Defaults other than under 7.2., or (ii) thirty (30) days as to non-monetary Defaults, after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.4. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or any Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.5. The Borrower or any of its Material Subsidiaries or any Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.6.
7.7 7.6. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, or any Guarantor a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or any Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.7. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any of its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.8. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money $1,000,000 or more in excess of $100,000,000 insurance coverage (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Matrix Service Co)
Defaults. The occurrence of any one or more of the following events shall will constitute a Default:
7.1 10.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Credit Parties to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate certificate, report or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed is materially false on the date as of which made.
7.2 10.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five ten (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (3010) days after the same becomes due.
7.3 10.3. The breach by the Borrower Credit Parties of any of the terms or provisions of Section 6.22.21, 6.3 Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (provided that such Default shall be deemed automatically cured or waived upon 20) days following written notice from the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s Administrative Agent or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Lender to Unit.
7.4 10.4. The breach by the Borrower Credit Parties (other than a breach which constitutes a Default under another Section of this Article VIIX) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any LenderLender to Unit.
(i) 10.5. Failure of the Borrower or any of its Material Subsidiaries Credit Parties to pay when due (after any applicable grace period) any Material Indebtedness; or the default by the Credit Parties in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after Indebtedness of the expiration Credit Parties or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 10.6. The Borrower Credit Parties or any of its their Material Subsidiaries shall will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.710.7.
7.7 10.7. Without the application, approval or consent of the Borrower Credit Parties or any of its their Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall will be appointed for the Borrower Credit Parties or any of its their Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv10.6(iv) shall will be instituted against the Borrower Credit Parties or any of its their Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 10.8. Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of the Credit Parties and their Material Subsidiaries which, when taken together with all other court order Property of the Credit Parties and their Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9. The Credit Parties or any of their Material Subsidiaries fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Any Change 10.10. The Unfunded Liabilities of all Single Employer Plans exceeds in Control shall occur.
7.11 The Borrower the aggregate $500,000 or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan material Reportable Event occurs in an amount which, when aggregated connection with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse EffectPlan.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Unit Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the “Availability”) on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, or (iiic) nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.20.
7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $50,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve–month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan.
7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000.
7.13 The Parent or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect.
7.13 7.14 Any material portion Change in Control shall occur.
7.15 The occurrence of any “default” under any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.16 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”):
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when is materially false on the date made or deemed madeconfirmed.
7.2 Nonpayment of 7.2. The Borrower fails to pay any (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Loan, any non-usage fee, or of any fee other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same it becomes due.
7.3 7.3. The breach by the Borrower of breaches any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.3, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.4, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15, 6.16, 6.17, 6.18, 6.19, or 6.146.20.
7.4 7.4. The breach by the Borrower breaches (other than a breach which that constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which and such breach is not remedied within thirty (30) 30 days after written notice is given to the Borrower by the Agent or any Lender.
earlier of (i) Failure the Borrower becoming aware of such breach and (ii) the Administrative Agent notifying the Borrower of such breach.
7.5. The Borrower or any of its Subsidiaries fails to pay when due (beyond any applicable grace period) any payment (whether of principal, interest or any other amount) in respect of any Material Indebtedness; the Borrower or any of its Subsidiaries defaults in the performance (beyond any applicable grace period) of any term, provision, or condition in any Material Indebtedness Agreement, or any other event or condition occurs, which causes, or to permits the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, any portion of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any portion of Material Indebtedness of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be is declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall does not pay, or admit admits in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have has an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make makes an assignment for the benefit of creditors, (iii) apply applies for, seekseeks, consent consents to, or acquiesce in, acquiesces in the appointment of a receiver, custodian, trustee, examiner, liquidator liquidator, or similar official for it or any Substantial Portion of its Property, (iv) institute institutes any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking seeks dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) takes any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6, or (vvi) fail fails to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval approval, or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator liquidator, or similar official shall be is appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be is instituted against the Borrower or any of its Material Subsidiaries Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any court, government, or governmental agency condemns, seizes, or otherwise appropriates, or takes custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries that, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the 12-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries fails within 30 days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 5,000,000 (net or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any action is legally taken by a judgment creditor to attach or levy upon any assets of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and of its Subsidiaries to enforce any such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysjudgment.
7.9 The Unfunded Liabilities (a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of all Single Employer Plans could $5,000,000 pursuant to Section 430(k) of the Code or Section 302(c) of ERISA or Title IV of ERISA, or (b) an ERISA Event has occurred that, in the aggregate opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect material liability.
7.11. Any Change in Control occurs.
7.12. The occurrence of any “default,” as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any applicable grace period.
7.13. Any Loan Document fails to remain in full force or effect, unless such Loan Document is cancelled or terminated in writing by the Administrative Agent.
7.14. The Borrower or any Reportable Event shall occur in connection with Subsidiary Bank becomes subject to any Plan Regulatory Action that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Bancorpsouth Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect materially false on the date such representation or untrue in any material respect when warranty is made or deemed made.
7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the “Availability”) on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, (iiic) nonpayment of interest upon any Loan or of any fee Commitment Fee or Usage Fee, LC Fee, or other obligations under any of the Loan Documents within five (5) Business Days days after the same becomes due due, or (ivd) nonpayment of any other obligation or liability under this Agreement or any other Loan Document Reimbursement Obligation within thirty (30) days one Business Day after the same becomes due.
7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon to the delivery extent relating to the notice of such notice or the cure or waiver of the related Unmatured a Default or Unmatured Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.10 through 6.16, 6.10, 6.12, 6.13 or 6.146.18 and 6.20.
7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event or condition is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to (a) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (b) any event or condition that causes, or permits the holder or such holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or declares such Material Indebtedness to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds, or extraordinary receipts.
7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.6 or (f) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan.
7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000.
7.13 The Parent or any of its Restricted Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Restricted Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect.
7.13 7.14 Any material portion of this Agreement or any Note Change in Control shall occur.
7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty (other than a representation or warranty contained in Section 5.20) made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, or LC Fee within five days after the same becomes due, or nonpayment of any other obligations under any of the Loan Documents within five (5) Business Days days after notice from Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 7.3. The breach by the Borrower or the General Partner of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default6.10, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.106.11, 6.12, 6.13 6.13, 6.14, 6.19, 6.23 or 6.146.24.
7.4 7.4. The breach by the Borrower or the General Partner (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender, except that if such breach is curable, but is not susceptible of being cured within thirty days, then such breach shall not constitute a Default so long as Borrower commences cure within thirty days and diligently continues to cure the breach thereafter and completes such cure no later than ninety (90) days after notice of such breach.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or any Guarantor to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries or any Guarantor in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower Borrower, the General Partner, any Guarantor, or any of its Material Subsidiaries which contribute $10,000,000 or more to the Total Asset Value, shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary, Property which contributes $10,000,000 or more to the Total Asset Value, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower Borrower, any Guarantor, or any of its Material SubsidiariesSubsidiaries which contribute $10,000,000 or more to the Total Asset Value, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrower, Guarantor or any of its Material such Subsidiaries or with respect to the Borrower, the General Partner or any Substantial Portion Guarantor any substantial portion of its PropertyProperty or in the case of any Subsidiary Property which contributes $10,000,000 or more to the Total Asset Value, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower any Guarantor, or any of its Material such Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries or any Guarantor which, when taken together with all other court order Property of the Borrower and its Subsidiaries or any Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower, General Partner or any of their Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate (provided that for judgements against unconsolidated Subsidiaries, only the Consolidated Group Pro Rata Share of such judgment shall be included in determining whether the $10,000,000 threshold is exceeded), or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10. Any Change in Control shall occur.
7.11. The Borrower or any Reportable Event of its Subsidiaries shall occur (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that could the case of an event described in clause (i) or clause (ii), would reasonably be expected to have a Material Adverse Effect.
7.10 Any Change 7.12. The occurrence of any "default", as defined in Control shall occurany Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 7.13. Any material portion of this Agreement or any Note Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect (excluding in each case the occurrence of the foregoing as a result of a Guarantor ceasing to exist or ceasing to be a Subsidiary as a result of a transaction permitted elsewhere in this Agreement).
7.14. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct.
Appears in 1 contract
Sources: Credit Agreement (Amli Residential Properties Trust)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 6.11 or 6.146.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $15,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 15,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationjudgments), could reasonably be expected to result which is not stayed on appeal or otherwise being appropriately contested in a Material Adverse Effectgood faith.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 6.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Borrowers or any of their Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, Loan or any certificate or written information delivered in connection with this Agreement or any other Loan Credit Document shall be incorrect or untrue in any material respect when made or deemed on the date as of which made.
7.2 6.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any facility fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes dueCredit Documents.
7.3 6.3. The breach by the Borrower Borrowers of any of the terms or provisions of Section 6.25.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default5.10, as applicable)5.11, 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)5.12, 6.10, 6.12, 6.13 or 6.145.13 and 5.15.
7.4 6.4. The breach by the Borrower Borrowers (other than a breach which that constitutes a Default under another Section of this Article VII6.1, 6.2 or 6.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) Agreement, and the continuance of such breach for a period of 30 days after there has been given, by registered or certified mail, to the Borrowers by the Administrative Agent a written notice specifying such breach and requiring it to be remedied and stating that such notice is given to the Borrower by the Agent or any Lendera “notice of default” hereunder.
(i) 6.5. Failure of the Borrower Borrowers or any of its Material their Subsidiaries to pay when due (after or within any applicable grace period) cure periods any Material Indebtedness, if the aggregate amount of all such Indebtedness involved exceeds $30,000,000; (ii) or if any event or condition shall occur that results in any Indebtedness of the Borrower Borrowers or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be being declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or a payment made in the ordinary course of business and pursuant to a contractual obligation) prior to the stated maturity thereof; provided that , if the foregoing shall not apply to any mandatory prepayment or optional redemption aggregate amount of any all such Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreementinvolved exceeds $30,000,000; or (iii) the Borrower Borrowers or any of its Material PLC’s Subsidiaries shall not pay, or admit in writing its their inability to pay, its their debts generally as they become due.
7.6 6.6. The Borrower Borrowers or any of its Material their Significant Subsidiaries shall (i) have an order for relief entered with respect to it them under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it them or any Substantial Portion of its their Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a them bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it them or its their debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding, filed against them, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 6.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.76.7.
7.7 6.7. Without the application, approval or consent of the Borrower Borrowers or any of its Material their Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Borrowers or any of its Material PLC’s Significant Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv6.6(iv) shall be instituted against the Borrower Borrowers or any of its Material Subsidiaries PLC’s Significant Subsidiaries, and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A 6.8. Any Governmental Authority shall condemn, seize or otherwise appropriate, or take custody or control of (each a “Condemnation”), all or any portion of the Property of the Borrowers or any of PLC’s Significant Subsidiaries which, when taken together with all other Property of the Borrowers and PLC’s Significant Subsidiaries so condemned, seized, appropriated or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion.
6.9. The Borrowers or any of PLC’s Subsidiaries shall fail within 45 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 30,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith.
(net i) Any ERISA Event shall have occurred or (ii) the sum of any amounts paid the aggregate Insufficiencies of all Plans shall exceed $30,000,000.
6.11. Any Governmental Authority having jurisdiction shall prohibit or covered further limit the payment or distribution by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower PLICO or any Material other Significant Insurance Subsidiary and to PLC of dividends, principal or interest payments or management fees, if such judgment prohibition or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that further limitation could reasonably be expected to have a Material Adverse Effect.
7.10 6.12. The Borrowers or any of PLC’s Subsidiaries shall be the subject of any proceedings or investigation of any toxic or hazardous waste or substance into the environment, or any violation of any federal, state or local environmental, health or safety law or regulation, which, in either case, could reasonably be expected to have a Material Adverse Effect.
6.13. Any Change in Control shall occur.
7.11 The Borrower 6.14. Any License of any Insurance Subsidiary held by such Insurance Subsidiary on the Closing Date or acquired by such Insurance Subsidiary thereafter, the loss of which would have, in the reasonable judgment of the Lenders, a Material Adverse Effect (i) shall be revoked by a final non-appealable order by the state that issued such License, or any other member of the Controlled Group action (whether administrative or judicial) to revoke such License shall have been notified commenced against such Insurance Subsidiary which shall not have been dismissed or contested in good faith within 30 days of the commencement thereof, (ii) shall be suspended by such state for a period in excess of 30 days or (iii) shall not be reissued or renewed by such state upon the sponsor expiration thereof following application for such reissuance or renewal by such Insurance Subsidiary.
6.15. A federal tax lien shall attach against the Borrowers or any Subsidiary under Section 6323 of the Code or a Multiemployer Plan that it has incurred, pursuant to lien of the PBGC shall be filed against the Borrowers or any Subsidiary under Section 4201 4068 of ERISA, withdrawal liability to such Multiemployer Plan ERISA in an amount whichthat would have, when aggregated with all other amounts required to be paid to Multiemployer Plans by in the Borrower or any other member reasonable judgment of the Controlled Group as withdrawal liability (determined as of the date of such notification)Lenders, could reasonably be expected to result in a Material Adverse EffectEffect and in either case such lien shall remain undischarged for a period of 60 days after the attachment or filing, as the case may be.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extensionother Loan Document, any Loan, or any certificate or information delivered in connection with this Agreement or any other Loan Transaction Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section SECTION 6.2, 6.3 (provided that such Default shall be deemed automatically cured SECTION 6.3(A) or waived upon the delivery of such notice SECTIONS 6.10 through 6.16 or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14SECTIONS 6.18 through 6.22.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VIISECTIONS 7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to the Borrower by from the Agent or any Lender.
7.5. The default by the Borrower or any of its Subsidiaries in the performance of any term, provision or condition contained in any agreement or agreements under which any Funded Indebtedness aggregating in excess of $10,000,000 (i$20,000,000, or such lower cross-default threshold amount as is provided in the SOMSC Credit Agreements, in the case of SOMSC) Failure was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Funded Indebtedness to cause, such Funded Indebtedness to become due prior to its stated maturity; or any such Funded Indebtedness of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Significant Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this SECTION 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7SECTION 7.7 or (g) become unable to pay, not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Significant Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Significant Subsidiaries or any Substantial Portion substantial portion of its Property, or a proceeding described in Section 7.6(ivSECTION 7.6(D) shall be instituted against the Borrower or any of its Material Significant Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A 7.8. The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 2,000,000 (net or multiple judgments or orders for the payment of any amounts paid an aggregate amount in excess of $10,000,000), which is not stayed on appeal or covered by independent third party insurance otherwise being appropriately contested in good faith and as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysno enforcement actions have been commenced.
7.9 7.9. The Unfunded Liabilities occurrence of all Single Employer Plans could any "default", as defined in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any Transaction Document (other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of than this Agreement or the Notes), or the breach of any Note of the terms or provisions of any Transaction Document (other than this Agreement or the Notes), which default or breach continues beyond any period of grace therein provided.
7.10. The White Mountains Guaranty shall fail fail, after its execution, to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the White Mountains Guaranty, or White Mountains shall fail to comply with any such Loan Documentof the terms or provisions of the White Mountains Guaranty within any applicable grace period provided therein.
7.11. Any Change in Control shall occur.
Appears in 1 contract
Sources: Credit Agreement (Fund American Enterprises Holdings Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Loan, any Facility Letter of Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan Note or any Reimbursement Obligation when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan Note or of any commitment fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section ------- 6.2, 6.3 (provided that such Default shall be deemed automatically cured Section 6.3(a) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.Sections 6.10 through 6.24. --- --------------- -------------- ----
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this ----------- --- --- Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness aggregating in excess of $25,000,000 when due (after any applicable grace period) any Material Indebtednessdue; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating or agreements under which any such Indebtedness was created or is governed, or the occurrence of any other event or existence of any other condition, the effect of any of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any ----------- appointment or proceeding described in Section 7.7.
7.7 Without the applicationor (g) become unable to pay, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property----------- not pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 8.1. Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 Nonpayment of 8.2. (i) Nonpayment of principal of any Loan when duedue under this Agreement, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 8.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written the earlier of notice is thereof given by the Administrative Agent or the Required Lenders to the Borrower in accordance with Section 14.1 and the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the event such breach can be cured by corrective action of the Agent or any LenderLoan Parties).
(i) Failure 8.4. Failure, after the lapse of the Borrower or any applicable grace periods, of its Material Subsidiaries any Loan Party to pay when due any Indebtedness (after any applicable grace periodother than (i) any Material Indebtedness; Permitted Nonrecourse Indebtedness and (ii) guarantees of Indebtedness of Non-Loan Parties, to the Borrower extent and for so long as the payment obligation by a Loan Party under such guarantee is being contested in good faith by appropriate proceedings, and any judgment against any Loan Party is subject to an appeal and does not otherwise result in a Default under Section 8.5) aggregating in excess of $150,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or in connection with a mandatory prepayment or offer with respect to the sale, casualty or condemnation of any Property secured by such Material Indebtedness) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; or any “Default” (as such term is defined in the Existing Credit Agreement) shall have occurred and be continuing under the Existing Credit Agreement.
7.6 The Borrower or any of its Material Subsidiaries 8.5. Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6.
7.7 8.6. Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged undischarged, or such proceeding continues undismissed or unstayed unstayed, for a period of ninety (90) 60 consecutive days.
7.8 A judgment 8.7. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion.
8.8. The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 150,000,000 in the aggregate (net of any amounts paid or to the extent not covered by insurance provided by an independent third solvent third-party insurance as to insurer who has been notified of such judgment, order or decree and has not denied coverage), which the relevant insurance company does are not dispute coverage) shall be rendered against the Borrower stayed on appeal or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 8.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $35,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have results in a Material Adverse Effectliability exceeding $35,000,000.
7.10 Any Change in Control shall occur.
7.11 8.10. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $35,000,000 or requires payments exceeding $15,000,000 per annum.
7.12 8.11. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $50,000,000.
8.12. Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.
7.13 8.13. Any material portion Change of this Agreement or any Note Control shall fail to remain in full force or effect or any occur.
8.14. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect (in each case other than as expressly permitted in Section 10.13 with respect to the Conversion or Non-Designation of a Designated Guarantor).
8.15. Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders.
8.16. The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Section 7.1.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lender under or in connection with this Agreement, any Credit Extension, Loan or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Section 7.1.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligations under any of the Loan Documents within five (5) Business Days after 10 days of the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes date when due.
7.3 Section 7.1.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured any of Sections 6.10 through 6.13, Sections 6.15 through 6.26, or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Section 6.31.
7.4 Section 7.1.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document, which is not remedied within thirty (30) 30 days after written notice the occurrence of such breach, or, in the case of any other Loan Document, such lesser period of grace as is given specifically applicable to the Borrower by the Agent or any Lendersuch breach in such Loan Document.
(i) Section 7.1.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $100,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries (after beyond the expiration of any applicable grace periodperiod with respect thereto, if any) in under any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 Section 7.1.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.1.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.1.7.
7.7 Section 7.1.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.1.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Section 7.1.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
Section 7.1.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Section 7.1.10. The representations and warranties set forth in Section 5.9 (ERISA) shall at any time not be true and correct.
Section 7.1.11. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
Section 7.1.12. The representations and warranties set forth in Section 5.16 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct. Section 7.1.13. [Reserved].
Section 7.1. 14. Any Change in Control shall occur.
7.11 Section 7.1. 15. Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the default by the Borrower or any Subsidiary under any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any the Lender or Affiliate of a Lender is a party thereto.
Section 7.1.16. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $100,000 or requires payments exceeding $100,000 per annum.
7.12 Section 7.1.17. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $100,000.00.
Section 7.1.18. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 (a) Any representation or warranty made (or deemed made pursuant to Section 4.2) by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate report, certificate, financial statement or other information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue misleading in any material respect when so made, deemed made or deemed madedelivered.
7.2 (b) Nonpayment of (i) principal of any Loan when due, (ii) ; or nonpayment of any Reimbursement Obligation within five one (51) Business Days Day after the same becomes due; or nonpayment of interest on any Loan, (iii) interest upon any Loan or of any fee payable by the Borrower hereunder or any other obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 (c) The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 6.3(i) (provided that and (i) in the case of failure to deliver notice of a Default arising under Section 7(d), five (5) days shall have elapsed after an Authorized Officer obtained knowledge of such Default and (ii) in the case of failure to deliver notice of a Default arising under Section 7(e), twenty (20) days shall be deemed automatically cured or waived upon the delivery have elapsed after an Authorized Officer obtained knowledge of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.126.11, 6.13 6.12 or 6.146.13.
7.4 (d) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7) of any of the terms or provisions of Section 6.9 or 6.14 which is not remedied within five (5) days after written notice from the Administrative Agent or any Lender.
(e) The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article 7) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to from the Borrower by the Administrative Agent or any Lender; or any default by the Borrower shall occur with respect to any payment obligations under any Rate Management Agreement that is not remedied by the later of (i) the expiration of any cure period provided in such Rate Management Agreement and (ii) three (3) Business Days after the same shall become due and payable.
(if) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after the expiration of any applicable grace cure period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant other term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as of the Borrower or any of its Subsidiaries shall, after the occurrence of a result thereof such Material Indebtedness shall default thereunder, be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or mandatory prepayment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 (g) The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effectany Debtor Relief Law, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating Debtor Relief Law or fail to bankruptcyfile an answer or other pleading denying the material allegations of any such proceeding filed against it, insolvency (v) take any corporate or reorganization partnership action to authorize or relief effect any of debtors, the foregoing actions set forth in this Section 7(g) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77(h).
7.7 (h) Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7(g) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment (i) Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each, a “Condemnation”), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion and such event would reasonably be expected to constitute a Material Adverse Effect; provided that the term “Condemnation” shall not include any voluntary transfer by the Borrower or any of its Subsidiaries of its electronic transmission line facilities, or any interest therein, to a regional independent grid operator.
(j) The Borrower or any of its Subsidiaries shall fail within thirty (30) days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 (k) Any Change in Control ERISA Event shall occur.
7.11 The Borrower occur with respect to any Plan or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower ERISA Events that have occurred, has or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 (l) The Borrower or any other member of its Subsidiaries shall (i) be the Controlled Group shall have been notified subject of any proceeding or investigation pertaining to the release by the sponsor Borrower, any of a Multiemployer Plan that such Multiemployer Plan is being terminatedits Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, within or (ii) violate any Environmental Law, which, in the meaning case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect.
7.13 (m) Any material portion Change in Control shall occur.
(n) The Borrower shall cease to own, free and clear of this Agreement all Liens, 100% of the outstanding shares of voting stock of IPC.
(o) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or any Note shall fail thereunder or satisfaction in full of all the Obligations, ceases to remain be in full force or and effect or any action shall be taken (provided that the cessation of the effect of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower to assert contests in any manner the validity or enforceability of any provision of any Loan Document (provided that the invalidity or unenforceability of such provision could have a material impact on the practical benefits realized by the Lenders and each LC Issuer hereunder); or the Borrower denies that it has any such or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured 6.4, 6.5(i) or waived upon the delivery of such notice 6.10 through 6.20; or the cure or waiver breach by the Borrower of any of the related Unmatured Default terms or Default, as applicable), 6.4 (with respect to provisions of Section 6.1 or 6.2 and such breach shall continue unremedied for a period of five days after written notice from the Borrower’s Agent or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Lender.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after subject to any applicable grace period) any Indebtedness having an aggregate principal amount (including undrawn committed or available amounts) in excess of $5,000,000, other than the Obligations ("Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; or (ii) there occurs under any Rate Hedging Agreement an "early termination date" or similar event resulting from (a) any event of default under such Rate Hedging Agreement as to which the Borrower or any Subsidiary is the defaulting party or (b) any "termination event" or similar event, as to which the Borrower or any Subsidiary is an "affected party" or holds similar status, and, in either event, the Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than $5,000,000.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any 7.10. Any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 7.11. Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of 35.1 In the following events shall constitute a Defaultevent that:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, 35.1.1 Tenant fails to pay any Credit Extension, rent or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of additional rent within seven (i7) principal of any Loan days when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under ;
35.1.2 Tenant defaults in fulfilling any of the Loan Documents covenants or agreement of this Lease on its part to be kept or performed and such default is not cured within five ten (510) Business Days days (or, in case of an emergency, such shorter period as is reasonable under the circumstances) after written notice from Landlord or its agents;
35.1.3 This Lease is transferred to or devolves by merger, consolidation, or operation of law upon any person, firm, or corporation other than as permitted by Paragraph 13;
35.1.4 Tenant abandons the same becomes due Leased Premises or (iv) any other obligation or liability under this Agreement or any other Loan Document fails to take possession of the Leased Premises within thirty (30) days after the same becomes due.Commencement Date;
7.3 The breach 35.1.5 At any time during the Term, there shall be filed by the Borrower of Tenant in any court, either of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s United States or any Material Subsidiary’s existence)other state, 6.10a petition in bankruptcy or insolvency, 6.12or for reorganization, 6.13 or 6.14.
7.4 The breach by for the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation appointment of a transaction by the Borrower receiver or any such Material Subsidiary not prohibited pursuant to this Agreement; trustee of all or (iii) the Borrower or any a portion of its Material Subsidiaries shall not payTenant’s property, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make if ▇▇▇▇▇▇ makes an assignment for the benefit of creditors, (iii) apply foror petitions for or enters into an arrangement; or
35.1.6 At any time during the Term, seekthere shall be filed against Tenant, consent toin any court, either of the United States or any state, a petition in bankruptcy or insolvency, or acquiesce infor reorganization, the or for appointment of a receiverreceiver or trustee of all or a portion of Tenant’s property, custodianand if, trusteewithin sixty (60) days after the commencement of any such proceeding against Tenant, examinerthe same shall not have been dismissed or stayed: Then and in any of such events (each an “Event of Default”) Landlord, liquidator or similar official its agent, may give Tenant a written notice specifying a day not less than five (5) days thereafter whereupon the Term shall end, and on the day specified the Term shall expire as if that day were the day herein fixed for it the expiration of the Term, and Tenant shall then quit and surrender the Leased Premises to Landlord and Tenant shall remain liable as herein provided. Tenant further waives any and all statutory rights of redemption following termination of this Lease or dispossession of Tenant.
35.2 Upon the occurrence of any of the events specified in Paragraph 35.1, Landlord may re-enter the Leased Premises and remove Tenant by summary proceedings or otherwise. In case of any such re-entry, expiration of the Term and/or dispossess by summary proceedings or otherwise, the basic rent and additional rent shall become due and payable up to the time of such re-entry, dispossess, and/or expiration, together with such expenses that Landlord may incur for obtaining possession and re-rental of the Leased Premises (including reasonable attorneys’ fees) brokerage, and/or putting the Leased Premises in good order, or for preparing the same for re-rental. Landlord may re-let the Leased Premises or any Substantial Portion part or parts thereof, for a term or terms which may, at Landlord’s option, be less than or exceed the period which may otherwise have constituted the balance of the Term and may grant reasonable concessions, or free rent; and Tenant or the legal representative of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between all basic rent and additional rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the re-rental of the Leased Premises for each month of the period which would otherwise have constituted the balance of the Term. In computing such liquidated damages, there shall be added to such deficiency such expenses as Landlord may incur in connection with re-letting, including, but not limited to, reasonable attorneys’ fees, brokerage, advertising, keeping the Leased Premises in good order, and preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent days specified in this Lease, unless and until Landlord shall elect to accelerate the payment of such liquidated damages, in which event Tenant shall pay Landlord, within ten (10) days after Landlord’s demand, an amount equal to such deficiency above discounted to present value at the rate of four percent (4%) per annum. Any suit brought to collect the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, in its discretion, may make such alterations, repairs, replacements, and/or decorations in the Leased Premises as may be necessary for the purpose of re-letting the Leased Premises but shall not be obligated to do so; and the making of them shall not operate or be construed to release Tenant from liability hereunder. Tenant agrees that by listing the Leased Premises with a licensed real estate broker, Landlord shall be deemed to have fulfilled any and all obligations it may have had to attempt to re-let the Leased Premises and mitigate damages. Landlord shall not have any further duty or obligation to attempt to re-let the Property. The words “re-enter” or “re-entry” as used in this Lease shall not be restricted to their technical legal meaning.
35.3 In the event of a breach or threatened breach by Tenant of any of the covenants or provisions of this Lease, (iv) institute Landlord shall have the right of injunction and the right to invoke any proceeding seeking an order remedy allowed at law or in equity as if re-entry, summary proceedings, and other remedies were not herein provided for. Each right and remedy of Landlord provided for relief under the Federal bankruptcy laws as in this Lease shall be cumulative and shall be in addition to every other right or remedy provided for in this Lease or now or hereafter existing at law or in effect equity by statute or seeking to adjudicate it a bankrupt otherwise, and the exercise or insolventbeginning of the exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise.
35.4 If Tenant shall default in the performance of any provision, covenant, or seeking dissolutioncondition on its part to be performed under this Lease, winding upLandlord may, liquidationat its option, reorganization, arrangement, adjustment or composition perform the same for the account and at the expense of it or its debts under Tenant. If Landlord at any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower compelled to pay or elects to pay any sum of its Material Subsidiaries money or do any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for act which requires the payment of any sum of money by reason of the failure of Tenant to comply with any provision of this Lease, or if Landlord incurs any expense, including reasonable attorneys’ fees, in excess of $100,000,000 (net prosecuting or defending any action or proceeding by reason of any amounts default of Tenant under this Lease, the sums so paid or covered by independent third party insurance as to which Landlord, with interest at the relevant insurance company does not dispute coverage) rate of five percent (5%), plus costs and damages shall be rendered against the Borrower or any Material Subsidiary due from and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid by Tenant to Multiemployer Plans by the Borrower or any other member of the Controlled Group Landlord on demand as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectadditional rent.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Lease Agreement
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15, 6.16 or 6.146.17.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of the Borrower becoming aware of such breach and receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender; provided that if such breach is capable of cure but cannot be cured by payment of money and cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date.
(i) 7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, take any corporate, partnership or (v) limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith.
7.10 A Change of Control shall occur.
7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist.
7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by adversely affect the enforceability of the Loan Documents against the Borrower and to assert the invalidity extent that such occurrence can be cured, shall continue for five days.
7.13 The Borrower shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of KCPL which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of KCPL.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 8.1. Any representation or warranty made or deemed made by or on behalf of any Loan Party to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 Nonpayment of 8.2. (i) Nonpayment of principal of any Loan when duedue under this Agreement, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) nonpayment of interest upon any Loan or of any fee or other Obligations under any of the Loan Documents within five days after notice (5which notice may include a billing statement therefor) Business Days after that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 8.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower Loan Party (other than a breach which constitutes a Default under another Section of this Article VIIVIII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which is not remedied cured within thirty (30) days after written notice is thereof given by the Administrative Agent or the Required Lenders to the Borrower in accordance with Section 14.1 or after the date on which any Senior Executive becomes aware of the occurrence thereof, whichever first occurs (such grace period to be applicable only in the event such breach can be cured by corrective action of the Loan Parties as determined by the Administrative Agent or any Lenderin its reasonable discretion).
(i) 8.4. Failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due any Indebtedness (after any applicable grace periodother than (i) any Material Indebtedness; Permitted Nonrecourse Indebtedness and (ii) guarantees of Indebtedness of Non-Loan Parties, to the Borrower extent and for so long as the payment obligation by a Loan Party under such guarantee is being contested in good faith by appropriate proceedings, and any judgment against any Loan Party is subject to an appeal and does not otherwise result in a Default under Section 8.5) aggregating in excess of $50,000,000 (“Material Indebtedness”); or the default by any Loan Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any agreement or agreements under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Subsidiary shall default (after the expiration Indebtedness of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled paymentpayment or in connection with a mandatory prepayment or offer with respect to the sale, casualty or condemnation of any Property secured by such Material Indebtedness) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due; or any “Default” (as such term is defined in the Existing Credit Agreement) shall have occurred and be continuing under the Existing Credit Agreement.
7.6 The Borrower or any of its Material Subsidiaries 8.5. Any Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 8.5 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.78.6.
7.7 8.6. Without the application, approval or consent of the Borrower or any of its Material Subsidiariesa Loan Party, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Loan Party or any Substantial Portion of its Propertythe Property of the Loan Parties, or a proceeding described in Section 7.6(iv8.5(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 8.7. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other court order Property of the Loan Parties so condemned, seized, appropriated, or taken custody or control of, during the period of four consecutive fiscal quarters ending with the quarter in which any such action occurs, constitutes a Substantial Portion.
8.8. The Loan Parties shall fail within 30 days to pay, bond or otherwise discharge any one or more judgments or orders for the payment of money (other than in respect of Permitted Nonrecourse Indebtedness) in excess of $100,000,000 50,000,000 in the aggregate (net of any amounts paid or to the extent not covered by insurance provided by an independent third solvent third-party insurance as to insurer who has been notified of such judgment, order or decree and has not denied coverage), which the relevant insurance company does are not dispute coverage) shall be rendered against the Borrower stayed on appeal or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 8.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $10,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 8.10. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan or Multiple Employer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans or Multiple Employer Plan by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $5,000,000 per annum.
7.12 8.11. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans and Multiple Employer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans and Multiple Employer Plans for the respective plan years of each such Multiemployer Plan and Multiple Employer Plans immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000.
8.12. Any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release of any Regulated Substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii) or all such events in the aggregate, could reasonably be expected to result in have a Material Adverse Effect.
7.13 8.13. Any material portion Change of this Agreement or any Note Control shall fail to remain in full force or effect or any occur.
8.14. Any action shall be taken by the Borrower a Loan Party to discontinue or to assert the invalidity or unenforceability of any Guaranty Agreement, or any Guarantor shall deny that it has any further liability under any Guaranty Agreement to which it is a party, or shall give notice to such effect.
8.15. Any Loan DocumentDocument shall fail to remain in full force and effect unless released by the Lenders.
8.16. The representations and warranties set forth in Section 6.14.1 (“Plan Assets; Prohibited Transactions”) shall at any time not be true and correct. The Borrower may cure any Default (other than any failure to pay the Obligations) that relates exclusively to a Designated Guarantor by Conversion of such Designated Guarantor to a Non-Loan Party, to the extent permitted by and subject to and in accordance with the provisions of Section 10.13, provided that such Conversion is completed (except as otherwise provided in Section 10.13(b)) not later than thirty (30) days after the first to occur of (a) such Default or (b) the day that a Senior Executive of the Company first learned of the Unmatured Default that, with the lapse of time or giving of notice, or both, has ripened or may ripen into such Default.
Appears in 1 contract
Sources: Credit Agreement (Toll Brothers Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of Parent or any of its Subsidiaries to the Borrower Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when made or deemed on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.2 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.28.
7.4 7.4. The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower Parent or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by Parent or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Subsidiary shall default (after the expiration Indebtedness of Parent or any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower Parent or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower 7.6. Parent or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of Parent and its Subsidiaries which, when taken together with all other court order Property of Parent and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. Parent or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 7.11. Nonpayment by Parent or any of its Subsidiaries of any Rate Management Obligation when due or the breach by Parent or any of its Subsidiaries of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto.
7.12. Any Change in Control shall occur.
7.11 The Borrower 7.13. Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $500,000.
7.12 The Borrower 7.14. Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of Parent and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $500,000.
7.15. Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by Parent, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect.
7.13 Any material portion 7.16. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.17. The Guaranty or the Canadian Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the Canadian Guaranty, or any Guarantor or Canadian Guarantor shall fail to comply with any of the terms or provisions of the Guaranty or the Canadian Guaranty, as applicable, or any Guarantor or Canadian Guarantor shall deny that it has any further liability under the Guaranty or the Canadian Guaranty, as applicable, or shall give notice to such effect.
7.18. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any material item of collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document.
7.19. The representations and warranties set forth in Section 5.15 shall at any time not be true and correct.
Appears in 1 contract
Sources: Credit Agreement (Midas Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Bank under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of under any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any fee Facility Fee or other Obligation under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.3, 6.10, 6.12, 6.13 6.11 or 6.146.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Agent or any LenderBank.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness when due; (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating to under which any Material Indebtedness and as a result thereof was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect effect, or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A 7.8. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 5,000,000 which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.9. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect$10,000,000.
7.10 Any Change in Control shall occur.
7.11 7.10. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000.
7.12 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased over the amounts contributed to result such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $10,000,000.
7.13 7.12. Any material portion of this Agreement Change in Control shall occur.
7.13. The guaranty set forth in Article XIV or any Note Guarantee shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability thereof, or the Borrower or any Guarantor, as the case may be, shall fail to comply with any of the terms or provisions thereof.
7.14. Termination of any such Loan Documentlicense held by the Borrower or any Subsidiary which will have a Material Adverse Effect.
Appears in 1 contract
Sources: Senior Revolving Credit Agreement (Enesco Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any Guarantor to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan the Loans when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan the Loans or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes duewritten notice from Agent.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender, provided, that if such breach by its nature can be cured, then so long as the continued operation and safety of the Collateral Properties, and the priority, validity and enforceability of the liens created by the Collateral Documents and the value of the Collateral Properties are not impaired, threatened or jeopardized, Borrower shall have an additional period of not to exceed 60 days after receipt of such written notice from Agent or any Lender to cure such breach, so long as 35 Borrower commences to cure such breach during the initial 30 day period and diligently and in good faith continues attempting to effect such cure.
(i) Failure of the 7.4 Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries either Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.4 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.5.
7.7 7.5 Without the application, approval or consent of the Borrower or any of its Material Subsidiarieseither Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any Guarantor of its Material Subsidiaries or any Substantial Portion substantial portion of its Property, or a proceeding described in Section 7.6(iv7.4(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.6 Any court, government or other court order governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any material portion of the Property of the Borrower or any Guarantor.
7.7 Borrower or either Guarantor shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 100,000 in the aggregate, or (net ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.8 A breach of any amounts paid of the covenants contained in Sections 6.14, 6.17 or covered by independent third party insurance as to which 6.18 or the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or occurrence of any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysChange in Control.
7.9 The Unfunded Liabilities failure of all Single Employer Plans could Guarantor to comply with any of the financial or other covenants contained in Section 8 of the Guaranty.
7.10 The occurrence of any "Default" or "Event of Default" under any Loan or Credit Agreement between Bank One, as agent or individually, and either or both of the Guarantors.
7.11 Borrower shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the aggregate reasonably be expected to result case of an event described in a Material Adverse Effect clause (i) or any Reportable Event shall occur in connection with any Plan that clause (ii), could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change 7.12 The occurrence of any "Event of Default", as defined in Control shall occur.
7.11 The Borrower any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower which default or breach continues beyond any other member period of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided.
7.13 Any material portion Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of this Agreement any Collateral Document, or any Note Collateral Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Collateral Document, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document.
7.14 The occurrence of an "Event of Default" under any Ground Lease, regardless of whether or not such Event of Default is cured by Agent or any Lender.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with pursuant to this Agreement, any Credit Extensionother Loan Document, any Loan or any certificate or information delivered in connection with pursuant to this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 7.2. Nonpayment of (ia) any principal of any Loan or Note when due, or (iib) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of Note or any facility fee utilization fee or other fee or obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicableSection 6.3(a), 6.4 (with respect to the Borrower’s Sections 6.10 through 6.16, Section 6.18, Sections 6.21 through 6.23 or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 Sections 6.25 or 6.146.26.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid aggregating in connection with excess of $10,000,000 when due; or the consummation of a transaction default by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.its
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (e) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vf) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the applicationor (g) become unable to pay, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Propertynot pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Dexter Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section Sections 6.1.6, 6.1.10, 6.1.11, or 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of breach by the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s Borrower or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 Subsidiary of any of the terms or 6.14provisions of Section 6.1.1.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) ten days after written notice is given to the Borrower by from the Agent or any LenderLender (or such longer period of time as the Agent may permit in its sole discretion).
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) Indebtedness in a principal amount in excess of $1,000,000 in any Material Indebtednessindividual case, or in excess of $5,000,000 in the aggregate; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any covenant Indebtedness of the Borrower or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 5,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Any Change of the following occurs: (i) any Reportable Event, other than a merger of a Plan with another Plan, which the Agent determines in Control good faith constitutes grounds for the termination of any Plan by the PBGC or the appointment of a trustee to administer or liquidate any Plan, shall occur.
7.11 The have occurred and be continuing; (ii) proceedings shall have been instituted or other action taken to terminate any Plan, or a termination notice shall have been filed with respect to any Plan; (iii) a trustee shall be appointed to administer or liquidate any Plan; (iv) the PBGC shall give notice of its intent to institute proceedings to terminate any Plan or Plans or to appoint a trustee to administer or liquidate any Plan; and, in the case of the occurrence of (i), (ii), (iii) or (iv) above, the Agent determines in good faith that the amount of the Borrower's liability is likely to exceed 10% of its Consolidated Tangible Assets; (v) the Borrower or any member of the Controlled Group shall fail to make any contributions when due to a Plan or a Multiemployer Plan; (vi) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of make any amendment to a Multiemployer Plan that it has incurred, pursuant with respect to which security is required under Section 4201 307 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by ; (vii) the Borrower or any other member of the Controlled Group as withdrawal liability shall withdraw completely or partially from a Multiemployer Plan; (determined as of viii) the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified withdraw (or shall be deemed under Section 4062(e) of ERISA to withdraw) from a Multiple Employer Plan; or (ix) any applicable law is adopted, changed or interpreted by an Official Body with respect to or otherwise affecting one or more Plans, Multiemployer Plans or Benefit Arrangements and, with respect to any of the events specified in (v), (vi), (vii), (viii) or (ix), the Agent determines in good faith that any such occurrence would be reasonably likely to materially and adversely affect the total enterprise represented by the sponsor Borrower and the other members of a Multiemployer Plan that such Multiemployer Plan is being terminatedthe Controlled Group.
7.11 The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, within any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the meaning environment, or (ii) violate any Environmental Law, which, in the case of Title IV of ERISAan event described in clause (i) or clause (ii), if such termination could reasonably be expected to result in have a Material Adverse Effect.
7.12 Any Change in Control shall occur.
7.13 Any material portion The occurrence of any "default," as defined in any Loan Document (other than this Agreement Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided, including without limitation, the occurrence of any default under the Subordination Agreement.
7.14 Nonpayment by the Borrower or any Note Subsidiary of any Rate Management Obligation within five days after the same becomes due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction.
7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty, or any Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such effect.
7.16 Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any such Loan Collateral Document., or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document. ARTICLE VII I
Appears in 1 contract
Sources: Credit Agreement (Roundys Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation Obligations within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee or other obligation under any of the Loan Documents within five (5) three Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.26.3, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 6.10 (with respect to the Borrower’s or any Material Subsidiary’s existenceBorrower and its Significant Subsidiaries only), 6.106.11, 6.12, 6.13 6.13, 6.15 or 6.146.16.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) 30 days after the earlier of (a) the Borrower becoming aware of such breach and (b) receipt by the Borrower of written notice is given to from the Borrower by the Administrative Agent or any Lender.
; provided that if such breach is capable of cure but (i) cannot be cured by payment of money and (ii) cannot be cured by diligent efforts within such 30-day period, but such diligent efforts shall be properly commenced within such 30-day period and the Borrower is diligently pursuing, and shall continue to pursue diligently, remedy of such failure, the cure period shall be extended for an additional 90 days, but in no event beyond the Facility Termination Date.
7.5 Failure of the Borrower or any of its Material Significant Subsidiaries to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Significant Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Significant Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Significant Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Significant Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, partnership or limited liability company action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Significant Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge (i) any judgment or other court order for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid either singly or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate with other such judgments) or (ii) any non-monetary final judgment that has, or could reasonably be expected to result in have, a Material Adverse Effect Effect, in either case which is not stayed on appeal or any otherwise being appropriately contested in good faith.
7.10 A Change of Control shall occur.
7.11 A Reportable Event shall occur in connection have occurred with any respect to a Plan that which could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group Effect and, 30 days after notice thereof shall have been notified given to the Borrower by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Administrative Agent or any other member of the Controlled Group as withdrawal liability (determined as of the date of Lender, such notification), could reasonably be expected to result in a Material Adverse EffectReportable Event shall still exist.
7.12 The Borrower Any authorization or approval or other action by any other member of governmental authority or regulatory body required for the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminatedexecution, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion delivery or performance of this Agreement or any Note other Loan Document by the Borrower shall fail to remain have been obtained or be terminated, revoked or rescinded or shall otherwise no longer be in full force or effect or any action and effect, and such occurrence shall be taken by (i) adversely affect the enforceability of the Loan Documents against the Borrower and (ii) to assert the invalidity extent that such occurrence can be cured, shall continue for five days.
7.13 Great Plains shall fail to own, directly or unenforceability indirectly, all of the outstanding stock of the Borrower which, in the absence of any such Loan Documentcontingency, has the right to vote in an election of directors of the Borrower.
Appears in 1 contract
Defaults. The occurrence of If any one or more of the following events shall constitute a Defaultoccur:
7.1 Any 6.1. if the Company shall fail to pay any installment of principal or interest of any Note in any case on or before the tenth day following the due date thereof;
6.2. if the Company shall fail to perform any covenant contained in 5.3, 5.4, 5.5, 5.8, 5.9 or 5.10 hereof;
6.3. if the Company shall fail to perform any covenant contained in 5.6 or 5.7 for 30 days after the commencement date of its failure to perform;
6.4. if the Company shall fail to perform any term, covenant or agreement herein contained (other than those specified in 6.1, 6.2 or 6.3 above) for 30 days after written notice of default has been given to the Company by the Agent; /96
6.5. if any representation or warranty made or deemed made by or on behalf of the Borrower under Company in 3 hereof or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document hereunder shall be incorrect or untrue prove to have been false in any material respect upon the date when made made;
6.6. if the Company or deemed made.
7.2 Nonpayment any Consolidated Subsidiary shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed monies or advances, or fail to observe or perform any term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed monies or advances, for such period of time as would, or would have permitted (iassuming the giving of appropriate notice if required) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan holder or holders thereof or of any fee under any of obligations issued thereunder to accelerate the Loan Documents within five (5) Business Days after maturity thereof, unless the same becomes due or (iv) any other obligation or liability under this Agreement shall have been waived; or
6.7. if the Company or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Consolidated Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing of its inability to pay, pay its debts generally as they become due.
7.6 The Borrower debts; or any suffer a receiver or trustee for all or substantially all of its Material Subsidiaries shall (i) have an order for relief entered with respect property to it under the Federal bankruptcy laws as now be appointed and, if appointed without its consent, not to be discharged within 60 days; or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts suffer proceedings under any law relating to bankruptcy, insolvency or the reorganization or relief of debtors, or (v) fail debtors to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted by or against the Borrower it and, if contested by it, not to be dismissed or stayed within 60 days; or suffer any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as 1,000,000 to which the relevant insurance company does not dispute coverage) shall be rendered entered against the Borrower it, or any Material Subsidiary and such judgment writ of attachment or order shall continue without being vacatedexecution or any similar process to be issued or levied against a substantial part of its property, which judgment, writ or process is not discharged, satisfied released, stayed, bonded, or stayed vacated within 60 days after its entry, issue or bonded pending appeal for a period levy; then, and in every such event described above in 6 (Events of forty-five (45) days.
7.9 The Unfunded Liabilities Default, or, if the giving of all Single Employer Plans could in notice or the aggregate reasonably be expected to result in a Material Adverse Effect lapse of time or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurredboth is required, pursuant to Section 4201 of ERISAthen, withdrawal liability prior to such Multiemployer Plan in an amount whichnotice or lapse of time, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationDefaults), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected Default continues, the Agent may, and upon the request of the Majority Banks shall, by notice in writing to result the Company, terminate the Commitment of the Banks and declare all amounts owing with respect to the Notes held by the Banks to be, and they shall thereupon forthwith become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Company; provided that in a Material Adverse Effect.
7.13 Any material portion the event of this Agreement any Event of Default specified in 6.7, all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agent or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.Bank. /97
Appears in 1 contract
Sources: Credit Agreement (Ionics Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within three Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower Company of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.23.
7.4 7.4. The breach by any Loan Party (i) of Section 6.1 which is not remedied within ten days after the Borrower occurrence of such breach or (ii) (other than a breach which constitutes a Default under another Section of this Article VII) of any of the other terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lenderoccurrence of such breach.
(i) 7.5. Failure of the Borrower Company or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; or the default by the Company or any of its Subsidiaries in the performance (iibeyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event shall occur or condition exist, the Borrower effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date (or, in the case of any Receivables Facility Attributable Indebtedness, cause such Indebtedness to amortize or liquidate or terminate the reinvestment of collections or proceeds of receivables); or any Material Subsidiary shall default (after Indebtedness of the expiration Company or any of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided , provided, that the occurrence of any of the foregoing with respect to Receivables Facility Attributed Indebtedness shall not apply constitute a Default hereunder so long as the aggregate outstanding amount thereof does not exceed the Available Aggregate Revolving Loan Commitment; or the occurrence of an early termination under any Rate Management Transaction resulting from (i) any event of default under such Rate Management Transaction as to which the Company or any mandatory prepayment Subsidiary is the defaulting party or optional redemption of (ii) any Indebtedness termination event as to which would be required to be repaid the Company or any Subsidiary is an affected party and, in connection with either event, the consummation of a transaction termination value or other similar obligation owed by the Borrower Company or any such Material Subsidiary not prohibited pursuant to this Agreementas a result thereof is in excess of $10,000,000 and remains unpaid; or (iii) the Borrower Company or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The 7.6. Any Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, administrative receivership or similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to Federal, state or foreign bankruptcy, insolvency insolvency, administrative receivership or reorganization similar law now or relief hereafter in effect or fail to file an answer or other pleading denying the material allegations of debtorsany such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the any Borrower or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the a Borrower or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the any Borrower or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 7.8. A judgment UK Insolvency Event shall occur in respect of any UK Borrower or any Material Subsidiary that is a UK Subsidiary, or any other court order UK Relevant Entity.
7.9. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and its Subsidiaries which, when taken together with all other Property of the Company and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.10. The Company or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 10,000,000 (net of or the equivalent thereof in currencies other than Dollars) in the aggregate, but excluding any amounts paid or portion thereof which is covered by independent third third-party insurance so long as the insurer is reasonably likely to which the relevant insurance company does be able to pay, has not dispute coveragedisputed coverage and has accepted a tender of defense and indemnification or (ii) shall be rendered against the Borrower nonmonetary judgments or any Material Subsidiary and such judgment orders which, individually or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10 Any Change 7.11. The Unfunded Liabilities of all Single Employer Plans shall exceed in Control the aggregate $25,000,000, or any Reportable Event shall occurhave occurred with respect to any Plan that, together with all other Reportable Events that have occurred and are continuing, could reasonably be expected to result in liability to the Company and its Subsidiaries in an aggregate amount in excess of $20,000,000, or any Single Employer Plan shall have any Unfunded Liabilities for which a minimum funding waiver request has been filed under Section 412 of the Code or Section 302 of ERISA.
7.11 7.12. The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $20,000,000 or requires payments exceeding $5,000,000 per annum.
7.12 7.13. The Borrower Company or any of its Subsidiaries shall have been notified that any of them has, in relation to a Foreign Pension Plan, incurred a debt or other liability under section 75 or 75A of the United Kingdom Pensions ▇▇▇ ▇▇▇▇, or has been issued with a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or otherwise is liable to pay an amount which, when aggregated with all other amounts required to be paid to Foreign Pension Plans by the Company or any other member of the Controlled Group shall have been notified by Group, exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum, or the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within equivalent sum in the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectapplicable currency.
7.13 7.14. Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Loan Document to which it is a party, or any Loan Party shall deny that it has any further liability under any Loan Document to which it is a party, or shall give notice to such effect.
7.15. Any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any material portion of the Collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document.
7.16. Any Change in Control shall occur.
Appears in 1 contract
Sources: Credit Agreement (Actuant Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee Facility Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(i), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any Loan Document which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or the Parent to pay when due (after any applicable grace period) any Material IndebtednessIndebtedness aggregating in excess of $5,000,000; (ii) or the default by the Borrower or any Material Subsidiary shall default (after of its Subsidiaries or the expiration of any applicable grace period) Parent in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which default or event is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries or the Parent shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries or the Parent shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries or the Parent shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now any existing or hereafter in effectfuture law of Bermuda or any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now any existing or hereafter in effect future law of Bermuda or any other jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSubsidiaries or the Parent, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or the Parent or any Substantial Portion of its Propertytheir respective Properties, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries or the Parent and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any of its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 5,000,000, which is not stayed on appeal or otherwise being appropriately contested in good faith.
7.10. Any Change in Control shall occur.
7.11. Any License of the Borrower or any Insurance Subsidiary (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coveragei) shall be rendered revoked by the Governmental Authority which issued such License, or any action (administrative or judicial) to revoke such License shall have been commenced against the Borrower or any Material such Insurance Subsidiary and shall not have been dismissed within 30 days after the commencement thereof, (ii) shall be suspended by such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal Governmental Authority for a period in excess of forty-five 30 days, or (45iii) daysshall not be reissued or renewed by such Governmental Authority upon the expiration thereof following timely application for such reissuance or renewal by the Borrower or such Insurance Subsidiary.
7.9 7.12. The Unfunded Liabilities Borrower or any Insurance Subsidiary shall be the subject of all Single Employer Plans could a final non-appealable order imposing a fine in an amount in excess of $1,000,000 in any single instance or other such orders imposing fines in excess of $5,000,000 in the aggregate reasonably be expected to after the date of this Agreement by or at the request of any insurance regulatory agency as a result of the violation by the Borrower or such Insurance Subsidiary of any applicable insurance laws or the regulations promulgated in a Material Adverse Effect connection therewith.
7.13. The Borrower or any Reportable Event Insurance Subsidiary shall occur in connection with become subject to (a) any Plan that conservation or liquidation order issued by any Governmental Authority having jurisdiction over insurance companies or (b) any other directive or mandate issued by any Governmental Authority having jurisdiction over insurance companies which could reasonably be expected to have a Material Adverse Effect, which in either case is not stayed within ten (10) days.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Ipc Holdings LTD)
Defaults. The occurrence of any one or more of the following events shall constitute a “Default” hereunder:
7.1 Any (a) any representation or warranty made or deemed made by or on behalf of any Loan Party to any Lender or the Borrower Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document of the foregoing shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.;
7.2 Nonpayment of (b) (i) principal nonpayment, when due (whether upon demand or otherwise), of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee principal owing under any of the Loan Documents and (ii) nonpayment, within five (5) Business Days 2 days after the same becomes due it is due, of any interest, fee, Reimbursement Obligation or (iv) any other obligation or liability owing under this Agreement or any other of the Loan Document within thirty Documents;
(30c) days after the same becomes due.
7.3 The breach by the Borrower any Loan Party of any of the terms or provisions of Section 6.1, 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable6.3(a), 6.4 6.16 through 6.34;
(with respect to d) the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower any Loan Party (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of (i) Section 6.3 (other than Section 6.3(a)) or 6.4 through 6.15 of this Agreement which is not remedied within thirty (30) 10 days after the earlier of such breach or written notice from the Agent or any Lender or (ii) any other Section of this Agreement which is given to not remedied within 20 days after the Borrower by earlier of such breach or written notice from the Agent or any Lender.;
(ie) Failure failure of the Borrower or any of its Material Subsidiaries Loan Party to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as or a result thereof default, breach or other event occurs under any term, provision or condition contained in any Material Indebtedness Agreement of any Loan Party, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; any Material Indebtedness of any Loan Party shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Loan Party shall not pay, or admit in writing its inability to pay, its debts generally as they become due.;
7.6 The Borrower or (f) any of its Material Subsidiaries Loan Party shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion portion of its PropertyProperty which constitutes a Substantial Portion, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws Bankruptcy Code as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this subsection (f) or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.subsection (g) below;
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, (g) a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower any Loan Party or any portion of its Material Subsidiaries or any Property which constitutes a Substantial Portion of its PropertyPortion, or a proceeding described in Section 7.6(ivsubsection (f)(iv) of Article VII shall be instituted against the Borrower or any of its Material Subsidiaries Loan Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) sixty consecutive days.;
7.8 A judgment (h) any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of any Loan Party which, when taken together with all other Property of any Loan Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion;
(i) any loss, theft, damage or destruction of any item or items of Collateral or other court order property of any Loan Party occurs which could reasonably be expected to cause a Material Adverse Effect and is not adequately covered by insurance;
(j) any Loan Party shall fail within thirty days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 500,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that the aggregate, could reasonably be expected to have a Material Adverse Effect., which judgments or orders, in any such case, are not stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;
7.10 Any (k) any Change in Control shall occur.;
7.11 The (l) the Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate $7,000,000 or any Reportable Event shall or shall be reasonably likely to occur in connection with any Plan;
(m) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant incurred or shall be reasonably likely to Section 4201 of ERISA, incur withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.exceeds $7,000,000 or requires payments exceeding $1,000,000 per annum;
7.12 The (n) the Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate liability or aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased to an amount contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an aggregate amount exceeding $7,000,000;
(o) any Loan Party shall (i) be the subject of any proceeding or investigation pertaining to the release by any Loan Party or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect.;
7.13 Any material portion (p) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided;
(q) the Guaranty or the partnership agreement of the Parent shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of the Guaranty or the partnership agreement of the Parent, or any Guarantor shall fail to comply with any of the terms or provisions of the Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under the Guaranty to which it is a party, or shall give notice to such effect;
(r) any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any Collateral purported to be covered thereby, except as permitted by the Borrower terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or any Loan Party shall fail to comply with any of the terms or provisions of any Collateral Document;
(s) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan DocumentDocuments has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);
(t) the representations and warranties set forth in Section 5.17 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct; or
(u) the Borrower or any of its Subsidiaries shall fail to pay when due any Operating Lease Obligation in excess of $750,000.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan Document, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) two Business Days after the same becomes duedue (provided that the Borrower receives notice of the existence of such Reimbursement Obligation), (iii) or nonpayment of interest upon any Loan or of any fee facility fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.7, 6.10, 6.11, 6.12, 6.13 6.13, 6.14, 6.15 or 6.146.16.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $25,000,000 (after any applicable grace period) any “Material Indebtedness”); (ii) or the default by the Borrower or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries Significant Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiariesthe applicable Significant Subsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries such Significant Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries such Significant Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or its Significant Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any Subsidiary shall fail within 60 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than U.S. dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to result in have a Material Adverse Effect Effect, which judgments, in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
7.10. The Borrower or any Reportable Event Subsidiary shall occur (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in connection with any Plan that the case of an event described in clause (i) or clause (ii), could reasonably be expected to have a Material Adverse Effect.
7.10 7.11. Any Change in Control shall occur.
7.11 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, ERISA Affiliate incurs any liability pursuant to Section 4201 Title IV of ERISA to the PBGC (other than liability for premium payments which are paid when due) or a Benefit Plan in excess of $10,000,000 pursuant to Title IV of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by or the Borrower or any other member of the Controlled Group as ERISA Affiliate incurs, or receives notice of, any withdrawal liability pursuant to Title IV of ERISA to, or from, a Benefit Plan or Multiemployer Benefit Plan (determined as of the date of notice of such notification), could reasonably be expected to result withdrawal liability) in a Material Adverse Effectexcess of $10,000,000.
7.12 The 7.13. Any of the following events occur with respect to any Benefit Plan of the Borrower or any ERISA Affiliate: (a) a Reportable Event, (b) the failure to make a required installment or other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, payment (within the meaning of Title IV section 302(f) of ERISA), if (c) the appointment of a trustee to administer any such termination could reasonably be expected Benefit Plan, (d) the institution by the PBGC of proceedings to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or terminate any Note shall fail to remain in full force or effect or any action shall be taken such Benefit Plan, (e) the implementation by the Borrower to assert the invalidity or unenforceability any ERISA Affiliate of any steps to terminate any such Loan DocumentBenefit Plan, or (f) the receipt of notice by the Borrower or any ERISA Affiliate that any Multiemployer Benefit Plan is in reorganization or is insolvent and, in the case of any event described in clauses (a) through (f) above, such occurrence, individually or together with all other such occurrences, subjects the Borrower or any ERISA Affiliate to a liability in excess of $25,000,000.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Parent, Borrower or any of its Subsidiaries to the Lender under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other monetary obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) business days after the same becomes due.
7.3 7.3. The breach by the Parent or Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.4.
7.4 7.4. The breach by the Parent or Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) twenty business days after written notice is given to from the Borrower by the Agent or any Lender.
(i) 7.5. Failure of the Parent or the Borrower or any of its Material Subsidiaries Guarantor to pay Indebtedness in an amount in excess of $10,000,000 when due (after due; or a default shall occur under any applicable grace period) agreement governing any Material Indebtedness; (ii) Indebtedness of the Parent or the Borrower or any Material Subsidiary Guarantor in an amount in excess of $10,000,000 or any other event shall default (after occur or condition shall exist, the expiration effect of which default, event or condition is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any applicable grace period) Indebtedness of the Parent or the Borrower or any Guarantor in the observance or performance an amount in excess of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness $10,000,000 shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided provided, however, that the foregoing shall not apply to any mandatory prepayment cure or optional redemption waiver of any third party Indebtedness which would be required to be repaid default described in connection with this Section 7.5 shall result in automatic cure of the consummation of a transaction corresponding Default under this Section 7.5 without any action by the parties hereto; or the Parent or the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Parent or the Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.adjustment
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a an Event of Default (each, an “Event of Default:”):
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Guarantors to the Lenders or the Designated Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when materially false on the date made or deemed madeconfirmed and, with respect to any matter which is reasonably capable of being cured, Borrower or such Guarantor, as applicable, shall have failed to cure the occurrence causing the representation or warranty to be materially false within thirty (30) days after notice thereof by Designated Agent to Borrower.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, due or (ii) any Reimbursement Obligation Obligation, interest upon any Loan, any Commitment Fee or LC Fee within five (5) Business Days after days of written notice (which may include the same becomes due, invoice therefor) from Designated Agent or the applicable LC Issuer or Lender and (iii) interest upon ), or any Loan or of any fee other obligation under any of the Loan Documents within five (5) Business Days days after written notice (which may include the invoice therefor) from Designated Agent that the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes is due.
7.3 7.3. The breach by of the Borrower of Consolidated Tangible Net Worth Covenant, or any of the terms or provisions of covenants set forth in Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a an Event of Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
earlier of (i) any Senior Officer becoming aware of any such breach and (ii) the Designated Agent notifying the Borrower of any such breach.
7.5. Failure of the Borrower or any of its Material Subsidiaries Guarantor to pay when due any payment of principal or interest or any other material amount in respect of any Material Indebtedness within fifteen (after any 15) days (or such greater applicable grace periodperiod as is provided in the applicable Material Indebtedness Agreement) any Material Indebtednessof the date when due; (ii) or the default by the Borrower or any Guarantor in the performance (beyond the greater of thirty (30) days or the applicable grace period with respect thereto, if any, provided in such Material Subsidiary shall default (after the expiration Indebtedness) of any applicable grace period) material term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement if the effect of which default is to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause ten percent (10%) or more of such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or ten percent (10%) or more of the Material Indebtedness of the Borrower or any Guarantor shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries Guarantor shall not pay, or shall admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate, limited liability company or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material SubsidiariesGuarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Guarantor or any Substantial Portion of its their Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety sixty (9060) consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Guarantors which, when taken together with all other court order Property of the Borrower and the Guarantors so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any Guarantor shall fail within thirty (30) days to pay, obtain a stay with respect to, or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 40,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverageequivalent thereof in currencies other than Dollars) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result aggregate, or (ii) nonmonetary judgments or orders which, individually or in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could the aggregate, would reasonably be expected to have a Material Adverse Effect.
7.10 Any Change , which judgment(s), in Control shall occur.
7.11 The Borrower any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith, or any other member action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member Guarantor to enforce any such judgment.
(a) With respect to a Plan, the Borrower or an ERISA Affiliate is subject to a lien in excess of $10,000,000 pursuant to Section 430(k) of the Controlled Group as withdrawal liability Code or Section 302(c) of ERISA or Title IV of ERISA, or (determined as b) an ERISA Event shall have occurred that, in the opinion of the date of such notification)Required Lenders, could when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect.
7.12 7.11. Any Change in Control shall occur.
7.12. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that such Multiemployer Plan is being terminatedany Loan Document (other than this Agreement), within the meaning which default or breach continues beyond any period of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effectgrace therein provided.
7.13 7.13. Any material portion of this Agreement or any Note Loan Document shall fail to remain in full force or effect or any action shall be taken by the Borrower any Guarantor to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Sources: Credit Agreement (MDC Holdings Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Transaction Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, or (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee Facility Fee or other Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same such interest, fee or other Obligation becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of Section 6.2, any of Sections 6.1 through 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.26.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within thirty five (305) days after the earlier to occur of (i) written notice is given to the Borrower by from the Agent or any LenderLender to the Borrower or (ii) an Authorized Officer otherwise become aware of any such breach.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries Subsidiary to pay when due any Material Indebtedness (after any beyond the applicable grace period) any Material Indebtednessperiod with respect thereto, if any); (ii) or the default by the Borrower or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and the Subsidiaries which, when taken together with all other court order Property of the Borrower and the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Borrower or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 5,000,000 (net of or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid or covered in full by independent third third-party insurance as to which insurers under the relevant insurance company does not dispute coverage) shall be rendered against the Borrower Borrower's or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysSubsidiary's insurance policies.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed $10,000,000 in the aggregate reasonably be expected to result in a Material Adverse Effect aggregate, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 7.11 Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation, in an outstanding principal amount of $5,000,000 or more, when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto.
7.12 Any Change in Control shall occur.
7.11 7.13 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 7.14 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $10,000,000.
7.13 Any material portion of this Agreement 7.15 The Borrower or any Note Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to the Borrower or any Subsidiary in an amount equal to $10,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith.
7.16 Any Loan Document shall fail to remain in full force or effect against the Borrower or any Subsidiary or any action shall be taken by the Borrower or shall fail to be taken to discontinue or to assert the invalidity or unenforceability of of, or which results in the discontinuation or invalidity or unenforceability of, any such Loan Document.
7.17 An event (such event, an "Off-Balance Sheet Trigger Event") shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Borrower or any Affiliate of the Borrower to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $5,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (ii) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (iii) causes or otherwise permits the replacement or substitution of the Borrower or any Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall not apply on any date with respect to (a) any voluntary request by the Borrower or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14Article VI.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) five days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 2,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $2,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Covansys Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a “Default”:
7.1 7.1.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.1.2. Nonpayment of (i) principal of any Loan or any reimbursement obligation in respect of any LC Disbursement or any cash collateral amount due pursuant to Section 2.23.10 when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.1.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.3(i) or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.23.
7.4 7.1.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.1.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.1.6. The Borrower or any of its Material Subsidiaries shall (i1) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii1) make an assignment for the benefit of creditors, (iii1) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv1) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (1) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.1.6 or (v1) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.1.7.
7.7 7.1.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, custodian, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.1.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 45 consecutive days.
7.8 A judgment 7.1.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.1.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 7,500,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.1.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $750,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount whichthat, when aggregated taken together with all other amounts required to be paid to Multiemployer Plans by the Borrower Reportable Events and other events or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification)conditions that have occurred or are then existing, has or could reasonably be expected to result in a Material Adverse Effect.
7.12 The 7.1.11. Nonpayment by the Borrower or any other member Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the Controlled Group shall have been notified by type described in the sponsor definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Multiemployer Plan that such Multiemployer Plan Lender is being terminated, within the meaning of Title IV of ERISAa party thereto, if such termination could reasonably be expected to result in a Rate Management Obligation constitutes Material Adverse EffectIndebtedness.
7.13 7.1.12. Any material portion Change in Control shall occur.
7.1.13. The occurrence of any “default”, as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.1.14. The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:: AmericasActive14740621.114740621.6
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) nonpayment of any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any fee commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by the Borrower of any of the terms or provisions of (i) Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable)6.3, 6.4 or Sections 6.10 through 6.23 inclusive or (ii) Section 6.1(x) which, solely with respect to the Borrower’s or any Material Subsidiary’s existencethis clause (ii), 6.10, 6.12, 6.13 is not remedied or 6.14waived within two Business Days after the occurrence thereof.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief AmericasActive14740621.114740621.6 increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the NYFRB Rate to the date of debtorsrepayment, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified received by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse EffectLender.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of Co-Borrowers, Parent Guarantor or any Subsidiary Guarantor to the Borrower Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionAdvance, or any certificate or material written or documentary information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed maderemade in accordance with the terms hereof.
7.2 (a) Nonpayment of (i) principal of or interest on any Loan when dueLoan, (ii) any Reimbursement Obligation within five (5) Business Days after commitment fee, undrawn fee or Agency Fee payable to the same becomes due, (iii) interest upon Administrative Agent or any Loan or of any fee Lender under any of the Loan Documents (i) within five (5) Business Days after the same becomes date such payment is due or (ivii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder) or (b) nonpayment of any Obligations (other obligation or liability under this Agreement than those described in the preceding clause (a)), payable to the Administrative Agent or any other of the Lenders under any of the Loan Document Documents, (i) within thirty (30) days five Business Days after written notice from the Administrative Agent to Co-Borrowers that the same becomes duehas not been paid when due or (ii) on the Maturity Date (or such earlier date on which all of the Obligations may become due or may be declared due hereunder).
7.3 The breach by the Borrower Co-Borrowers or Parent Guarantor of any of the terms or provisions of Section Sections 2.21, 2.22, 6.2, 6.3 6.6 (provided that such Default shall be deemed automatically cured or waived upon the delivery a breach of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (any covenant in Section 6.6 with respect to the Borrower’s furnishing of information, evidence or any Material Subsidiary’s existencecertificates of insurance shall not be a Default until the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers or Parent Guarantor), 6.106.8, 6.126.10(a)(ii), 6.13 6.12 (after the period of ten (10) Business Days described therein), 6.13, 6.14, 6.15, 6.16, 6.17, 6.18 (provided that a Default shall not occur in respect of any breach of the covenant in the last sentence of Section 6.18(a) to deliver documentation with respect to new Subsidiary Guarantors unless such breach is not remedied within ten (10) days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers or 6.14Parent Guarantor), 6.19, 6.20, 6.21, 6.22, 6.23, 6.24, 6.25, 6.33, 6.34, 6.35 (provided that a breach of Section 6.35(b)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers or Parent Guarantor; a breach of Section 6.35(b)(iv) shall not be a Default unless the same results in a material impairment of the Florida Hotel Ground Lease or the Texas Hotel Ground Lease or the Lien of the Mortgages or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers; a breach of Section 6.35(c)(i) shall not be a Default unless the same is also a breach of Section 6.35(c)(ii) or the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers; and a breach of Section 6.35(f) shall not be a Default unless the same remains unremedied for ten (10) Business Days after receipt of written notice thereof from the Administrative Agent to Co-Borrowers or Parent Guarantor), 6.36, 6.37, 6.39 or 6.40.
7.4 The breach by the Borrower Co-Borrowers or Parent Guarantor (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any of the other Loan Documents which (a) if a default in the payment of money as and when due, is not remedied within five Business Days after written notice from the Administrative Agent to Co-Borrowers or Parent Guarantor, or (b) if any other breach or default, is not remedied for thirty (30) days after receipt of written notice from the Administrative Agent thereof to Co-Borrowers or Parent Guarantor, provided that if Co-Borrowers or Parent Guarantor commence to remedy such non-monetary breach or default within such thirty (30) day time period, such thirty (30) day time period for cure shall be extended for such time as is given reasonably necessary to complete such cure so long as Co-Borrowers or Parent Guarantor are diligently pursuing the Borrower by completion of such cure, but in no event shall the Agent time period for cure be extended for a period in excess of ninety (90) days after Co-Borrowers' or any LenderParent Guarantor's receipt of the initial written notice of breach or default.
(i) Failure of the Borrower 7.5 Co-Borrowers, Parent Guarantor or any of its Material their Subsidiaries to pay when due shall (after a) default in any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration payment of any applicable grace periodIndebtedness (other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created or (b) default in the observance or performance of any covenant agreement or agreement condition relating to any Material Indebtedness and as (other than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a result thereof trustee or agent on behalf of such Material holder or holders) to cause (determined without regard to whether any notice is required), any such Indebtedness shall be declared to be become due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the its stated maturity thereof; maturity, provided that the foregoing (x) it shall not apply to any mandatory prepayment be a Default or optional redemption Event of any Default under this Section 7.5 unless the aggregate principal amount of all Indebtedness which would be required to be repaid as described in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or preceding clauses (iiia) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become dueand (b) is at least $5,000,000.
7.6 The Borrower Either of the Co-Borrowers, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Co-Borrowers, any Property Manager, Parent Guarantor or any of its Material SubsidiariesSubsidiary Guarantor, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower either Co-Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower either Co-Borrower, any Property Manager, Parent Guarantor or any of its Material Subsidiaries Subsidiary Guarantor and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A Any court, government or governmental agency shall, other than in a Non-Material Condemnation, condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of either Co-Borrower or Parent Guarantor.
7.9 One or more of the following shall occur: (i) any money judgment or (other court order for the payment of than a money in excess of $100,000,000 (net of any amounts paid or judgment covered by independent third party insurance as to which the relevant insurance company does not dispute has acknowledged coverage) ), writ or warrant of attachment, or similar process is entered against either Co-Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project and shall be rendered against the Borrower remain undischarged, unvacated, unbonded or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal unstayed for a period of forty-thirty (30) days or in any event later than five (455) days.
7.9 The Unfunded Liabilities days prior to the date of all Single Employer Plans could in any proposed sale thereunder, (ii) a federal, state, local or foreign tax Lien is filed against either Co-Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project which is not discharged of record, bonded over or otherwise secured to the satisfaction of the Administrative Agent within thirty (30) days after the filing thereof, or (iii) an Environmental Lien is filed against either Co-Borrower, Parent Guarantor, any Subsidiary Guarantor or the Opryland Hotel Florida or the Project, and the aggregate reasonably be expected amount of any or all of the foregoing with respect to result in a Material Adverse Effect either Co-Borrower and either the Opryland Hotel Florida or any Reportable Event shall occur in connection the Project exceeds $100,000 or with any Plan that could reasonably be expected respect to have a Material Adverse EffectCo-Borrowers, Parent Guarantor, Subsidiary Guarantors taken together exceeds $1,000,000.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability occurrence of any such "Default" or "Event of Default", as defined in any Loan DocumentDocument (other than this Agreement).
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by Failure of the Borrower of or any of its Subsidiaries to perform or observe any agreement contained in Article VI and either (i) such failure is not remedied within two Business Days after any Authorized Officer obtains knowledge thereof or (ii) within such two-day period, the terms or provisions of Section 6.2, 6.3 (provided Required Lenders give the Borrower notice that such failure constitutes a Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14hereunder.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier to occur of (i) the date the Borrower shall have obtained knowledge thereof and (ii) written notice is given thereof to the Borrower by from the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $2,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 3,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount the payment of which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occurPlan.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds an amount, or requires payments exceeding an amount per annum, the payment of which in either case could reasonably be expected to result in have a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount the payment of which could reasonably be expected to result have a Material Adverse Effect on the business, financial condition, .or results of operations of the Borrower and its Subsidiaries taken as a whole.
7.13 The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries, or any other Person of any Hazardous Material into the environment, or any violation of any Environmental Law, which, in either case, could reasonably be expected to have a Material Adverse Effect.
7.13 7.14 Any material portion Change in Control shall occur.
7.15 The representations and warranties set forth in "Section 5.15 Plan Assets; Prohibited Transactions" shall at any time not be true and correct.
7.16 Any of this Agreement or any Note the Guaranties shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Documentthe Guaranties.
Appears in 1 contract
Defaults. The occurrence of any one or more of 36.1 In the following events shall constitute a Defaultevent that:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower under or in connection with this Agreement, 36.1.1 Tenant fails to pay any Credit Extension, rent or any certificate or information delivered additional rent within seven
36.1.2 Tenant defaults in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee under fulfilling any of the Loan Documents covenants or agreement of this Lease on its part to be kept or performed and such default is not cured within five ten (510) Business Days days (or, in case of an emergency, such shorter period as is reasonable under the circumstances) after written notice from Landlord or its agents;
36.1.3 This Lease is transferred to or devolves by merger, consolidation, or operation of law upon any person, firm, or corporation other than as permitted by Paragraph 13;
36.1.4 Tenant abandons the same becomes due Leased Premises or (iv) any other obligation or liability under this Agreement or any other Loan Document fails to take possession of the Leased Premises within thirty (30) days after the same becomes due.Commencement Date;
7.3 The breach 36.1.5 At any time during the Term, there shall be filed by the Borrower of Tenant in any court, either of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s United States or any Material Subsidiary’s existence)other state, 6.10a petition in bankruptcy or insolvency, 6.12or for reorganization, 6.13 or 6.14.
7.4 The breach by for the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by the Agent or any Lender.
(i) Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation appointment of a transaction by the Borrower receiver or any such Material Subsidiary not prohibited pursuant to this Agreement; trustee of all or (iii) the Borrower or any a portion of its Material Subsidiaries shall not payTenant's property, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make if ▇▇▇▇▇▇ makes an assignment for the benefit of creditors, (iii) apply foror petitions for or enters into an arrangement; or
36.1.6 At any time during the Term, seekthere shall be filed against Tenant, consent toin any court, either of the United States or any state, a petition in bankruptcy or insolvency, or acquiesce infor reorganization, the or for appointment of a receiverreceiver or trustee of all or a portion of Tenant's property, custodianand if, trusteewithin sixty (60) days after the commencement of any such proceeding against Tenant, examinerthe same shall not have been dismissed or stayed:
36.2 Upon the occurrence of any of the events specified in Paragraph
36.1 Landlord may re-enter the Leased Premises and remove Tenant by summary proceedings or otherwise. In case of any such re-entry, liquidator expiration of the Term and/or dispossess by summary proceedings or similar official otherwise, the basic rent and
36.3 In the event of a breach or threatened breach by Tenant of any of the covenants or provisions of this Lease, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings, and other remedies were not herein provided for. Each right and remedy of Landlord provided for it in this Lease shall be cumulative and shall be in addition to every other right or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order remedy provided for relief under the Federal bankruptcy laws as in this Lease or now or hereafter existing at law or in effect equity by statute or seeking to adjudicate it a bankrupt otherwise, and the exercise or insolventbeginning of the exercise by Landlord of any or all other rights or remedies provided for in this Lease or now or hereafter existing at law or in equity or by statute or otherwise.
36.4 If Tenant shall default in the performance of any provision, covenant, or seeking dissolutioncondition on its part to be performed under this Lease, winding upLandlord may, liquidationat its option, reorganization, arrangement, adjustment or composition perform the same for the account and at the expense of it or its debts under Tenant. If Landlord at any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) fail to contest within the applicable time period any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower compelled to pay or elects to pay any sum of its Material Subsidiaries money or do any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for act which requires the payment of any sum of money by reason of the failure of Tenant to comply with any provision of this Lease, or if Landlord incurs any expense, including reasonable attorneys' fees, in excess of $100,000,000 (net prosecuting or defending any action or proceeding by reason of any amounts default of Tenant under this Lease, the sums so paid or covered by independent third party insurance as to which Landlord, with interest at the relevant insurance company does not dispute coverage) rate of five percent (5%), plus costs and damages shall be rendered against the Borrower or any Material Subsidiary due from and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid by Tenant to Multiemployer Plans by the Borrower or any other member of the Controlled Group Landlord on demand as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectadditional rent.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: Lease Agreement
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Parent or any Material Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect materially false on the date such representation or untrue in any material respect when warranty is made or deemed made.
7.2 Nonpayment of (ia) principal of any Loan (other than a Swing Line Loan) when due, (b) principal of any Swing Line Loan (i) within five Business Days of when due if the Aggregate Commitments minus the Aggregate Outstanding Credit Exposure (the "Availability") on the date such principal payment is due is greater than or equal to the principal amount so due or (ii) any Reimbursement Obligation within five (5) Business Days after when due if the same becomes Availability is less than the principal amount so due, (iiic) nonpayment of interest upon any Loan or of any fee Commitment Fee or Usage Fee, LC Fee, or other obligations under any of the Loan Documents within five (5) Business Days days after the same becomes due due, or (ivd) nonpayment of any other obligation or liability under this Agreement or any other Loan Document Reimbursement Obligation within thirty (30) days one Business Day after the same becomes due.
7.3 The breach by any of the Borrower Borrowers of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon to the delivery extent relating to the notice of such notice or the cure or waiver of the related Unmatured a Default or Unmatured Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence)6.10 through 6.16, 6.10, 6.12, 6.13 or 6.146.18 and 6.20.
7.4 The breach by any of the Borrower Borrowers (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) 30 days after written notice is given to from the Borrower by the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower Parent or any of its Material Subsidiaries Subsidiary to pay when due any Indebtedness aggregating in excess of $75,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the Borrower default by the Parent or any Material Subsidiary shall default in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event or condition is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such of the Parent or any Material Indebtedness Subsidiary shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Parent or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due; provided that this Section 7.5 shall not apply to (a) a voluntary sale or disposition of any Property or asset that secures Material Indebtedness if such Material Indebtedness (or any portion thereof that becomes due as a result of such sale or disposition) is promptly paid and (b) any event or condition that causes, or permits the holder or such holders of such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity, or declares such Material Indebtedness to be due and payable or required to be prepaid or repurchased prior to the stated maturity thereof, if such event or condition is in the nature of a mandatory prepayment requirement for asset sales, debt incurrences, equity issuances, excess cash flow, insurance proceeds, or extraordinary receipts.
7.6 The Borrower Parent or any of its Material Subsidiaries Subsidiary shall (ia) have an order for relief entered with respect to it under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect, (iib) make an assignment for the benefit of creditors, (iiic) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (ivd) institute any proceeding seeking an order for relief under the Federal bankruptcy laws (or comparable foreign laws) as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying, or file an answer admitting, the material allegations of any such proceeding filed against it, (ve) take any corporate or partnership action to authorize or effect any of the foregoing actions set out in this Section 7.6 or (f) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Parent or any of its Material Subsidiaries, Subsidiary a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Parent or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv7.6(d) shall be instituted against the Borrower Parent or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 60 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Parent and its Material Subsidiaries which, when taken together with all other court order Property of the Parent and its Material Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Parent or any Material Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (a) judgments or orders for the payment of money in excess of $100,000,000 25,000,000 (net or multiple judgments or orders for the payment of an aggregate amount in excess of $50,000,000) (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (b) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $50,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change Effect shall occur in Control shall occurconnection with any Plan.
7.11 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Parent or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $25,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 The Borrower Parent or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of any Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $25,000,000.
7.13 The Parent or any of its Subsidiaries shall (a) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (b) violate any Environmental Law, which, in the case of an event described in clause (a) or clause (b), could reasonably be expected to result in have a Material Adverse Effect.
7.13 7.14 Any material portion of this Agreement or any Note Change in Control shall occur.
7.15 The Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of the Guaranty, or the Parent shall fail to comply with any of the material terms or provisions of the Guaranty to which it is a party, or the Guarantor shall deny that it has any further liability under the Guaranty, or shall give notice to such Loan Documenteffect.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) interest within three (3) days of when due on any Reimbursement Obligation within five (5) Business Days after the same becomes dueLoan, (iii) interest upon any Loan or nonpayment of any fee Reimbursement Obligation, or (iv) nonpayment of any commitment fee, LC Fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section Sections 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.3, or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.25.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty fifteen (3015) days after written notice is given to the Borrower by the Agent or any Lenderdays.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries or any Subsidiary to pay when due any Indebtedness aggregating in excess of $2,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in any agreement under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the observance effect of which default or performance event is to cause, or to permit the holder or holders of any covenant such Material Indebtedness to cause, such Material Indebtedness to become due prior to its stated maturity; or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment arrangement or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower or any Guarantor which, when taken together with all other court order Property of the Borrower or such Guarantor so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 2,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $2,000,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 Any Change in Control shall occur.
7.11 7.11. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $2,000,000 or requires payments exceeding $500,000 per annum.
7.12 7.12. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount exceeding $2,000,000.
7.13. The Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding or investigation pertaining to the release by the Borrower, any of its Subsidiaries or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), could reasonably be expected to result in have a Material Adverse Effect.
7.13 7.14. Any material portion Change in Control shall occur.
7.15. The occurrence of any "default", as defined in any Loan Document (other than this Agreement Agreement) or the breach of any Note of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided.
7.16. Any Guaranty shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any Guaranty, or any Guarantor shall fail to comply with any of the terms or provisions of any Guaranty to which it is a party, or any Guarantor shall deny that it has any further liability under any Guaranty to which it is a party, or shall give notice to such Loan effect.
7.17. Except with respect to the items noted on Schedule 6.26, any Collateral Document shall for any reason fail to create a valid and perfected first priority security interest in any collateral purported to be covered thereby, except as permitted by the terms of any Collateral Document, or any Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability of any Collateral Document, or the Borrower shall fail to comply with any of the terms or provisions of any Collateral Document.
7.18. The representations and warranties set forth in Section 5.15 (Plan Assets; Prohibited Transactions) shall at any time not be true and correct.
7.19. The Borrower or any Subsidiary shall fail to pay when under any Operating Lease, any obligation with respect to a Letter of Credit, or any Contingent Obligation.
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 7.2. Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.2 or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.146.10 through 6.22.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay when due (after any applicable grace period) any Material Indebtedness; (ii) or the default by the Borrower or any Material Subsidiary shall default of its Subsidiaries in the performance (after beyond the expiration applicable grace period with respect thereto, if any) of any applicable grace period) term, provision or condition contained in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 7.7. Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 45 consecutive days.
7.8 A judgment 7.8. Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other court order Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9. The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 1,000,000 (net of or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts paid such case, is/are not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10. The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate reasonably be expected to result in a Material Adverse Effect $500,000 or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 7.11. Nonpayment by the Borrower or any Subsidiary of any Rate Management Obligation when due or the breach by the Borrower or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of “Rate Management Transactions,” whether or not any Lender or Affiliate of a Lender is a party thereto, if such Rate Management Obligation constitutes Material Indebtedness.
7.12. Any Change in Control shall occur.
7.11 7.13. The Borrower occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any other member of the Controlled Group shall have been notified by the sponsor terms or provisions of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all any Loan Document (other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notificationthan this Agreement), could reasonably be expected to result in a Material Adverse Effectwhich default or breach continues beyond any period of grace therein provided.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Sei Corp)
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Section 7.1. Any material representation or warranty made or deemed made by or on behalf of any Borrower or Affiliate to the Borrower Lenders under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false as of the date on which made.
7.2 Section 7.2. Nonpayment of (i) or principal of, or interest upon, any Note at the Revolving Credit Termination Date or, other than at the Revolving Credit Termination Date, within two days after written notice that the same is due, or nonpayment of any Loan when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) interest upon any Loan or of any fee other obligations under any of the Loan Documents within five (5) Business Days days after written notice that the same becomes due is due, or (iv) violation by any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after Borrower of the same becomes dueprohibitions in Section 6.25.
7.3 Section 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1 or 7.2) of any of the terms or provisions of this Agreement or any other Loan Document which is not remedied within thirty (30) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) Section 7.4. Failure of the any Borrower or any of its Material Subsidiaries Affiliate to pay any indebtedness when due (after or within any applicable cure or grace period) ; or the default by any Material Indebtedness; (ii) the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) Affiliate in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any Indebtedness was created or is governed, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the aggregate amount of all Indebtedness affected by any or all of the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the is at least $500,000.
Section 7.5. Any Borrower or any such Material Subsidiary not prohibited pursuant Affiliate shall (a) have an order for relief entered with respect to this Agreement; or it under the Federal Bankruptcy Code, (iiib) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (iic) make an assignment for the benefit of creditors, (iiid) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion substantial part of its Propertyproperty, (ive) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect Bankruptcy Code or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (f) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.5 or (vg) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.77.6.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
Appears in 1 contract
Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 7.1. Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed made.this
7.2 7.2. Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 7.3. The breach by the Borrower of any of the terms or provisions of Section 6.2, 6.3 (provided that such Default shall be deemed automatically cured 6.2 or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s 6.3(a) or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 of Sections 6.10 through 6.24 or 6.14Sections 6.26 through 6.30.
7.4 7.4. The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty twenty (3020) days after written notice is given to the Borrower by from the Agent or any Lender.
(i) 7.5. Failure of the Borrower or any of its Material Subsidiaries to pay any Indebtedness for money borrowed aggregating in excess of $1,000,000 when due (after taking into account any applicable grace period) any Material Indebtedness); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated maturity; or any Material such Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 7.6. The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a as bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, or (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6, (vi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property(vii) not pay, or a proceeding described admit in Section 7.6(iv) shall be instituted against the Borrower or any of writing its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive daysinability to pay, its debts generally as they become due.
7.8 A judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) days.
7.9 The Unfunded Liabilities of all Single Employer Plans could in the aggregate reasonably be expected to result in a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occur.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is being terminated, within the meaning of Title IV of ERISA, if such termination could reasonably be expected to result in a Material Adverse Effect.
7.13 Any material portion of this Agreement or any Note shall fail to remain in full force or effect or any action shall be taken by the Borrower to assert the invalidity or unenforceability of any such Loan Document.
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Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit ExtensionLoan, or any certificate or information delivered in connection with this Agreement or any other Loan Document shall be incorrect or untrue in any material respect when made or deemed materially false on the date as of which made.
7.2 Nonpayment of (i) principal of any Loan Note when due, (ii) any Reimbursement Obligation within five (5) Business Days after the same becomes due, (iii) or nonpayment of interest upon any Loan Note or of any commitment fee or other obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same becomes due.
7.3 The breach by Failure of the Borrower of or any of its Subsidiaries to perform or observe any agreement contained in Article VI and either (i) such failure is not remedied within two Business Days after any Authorized Officer obtains knowledge thereof or (ii) within such two day period, the terms or provisions of Section 6.2, 6.3 (provided Required Lenders give the Borrower notice that such failure constitutes a Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14hereunder.
7.4 The breach by the Borrower (other than a breach which constitutes a Default under another Section of this Article VII7.1, 7.2 or 7.3) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after the earlier to occur of (i) the date the Borrower shall have obtained knowledge thereof and (ii) written notice is given thereof to the Borrower by from the Administrative Agent or any Lender.
(i) 7.5 Failure of the Borrower or any of its Material Subsidiaries to pay when due any Indebtedness aggregating in excess of $2,000,000 (after any applicable grace period) any "Material Indebtedness"); (ii) or the default by the Borrower or any Material Subsidiary shall default (after the expiration of any applicable grace period) its Subsidiaries in the observance or performance of any covenant term, provision or condition contained in any agreement relating under which any such Material Indebtedness was created or is governed, or any other event shall occur or condition exist, the effect of which is to cause, or to permit the holder or holders of such ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ to cause, such Material Indebtedness to become due prior to its stated maturity; or any Material Indebtedness and as a result thereof such Material Indebtedness of the Borrower or any of its Subsidiaries shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower or any of its Material Subsidiaries shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower or any of its Material Subsidiaries or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower or any of its Material Subsidiaries and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of (each a "Condemnation"), all or any portion of the Property of the Borrower and its Subsidiaries which, when taken together with all other Property of the Borrower and its Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such Condemnation occurs, constitutes a Substantial Portion.
7.9 The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond or otherwise discharge any judgment or other court order for the payment of money in excess of $100,000,000 (net of any amounts paid 3,000,000, which is not stayed on appeal or covered by independent third party insurance as to which the relevant insurance company does not dispute coverage) shall be rendered against the Borrower or any Material Subsidiary and such judgment or order shall continue without otherwise being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysappropriately contested in good faith.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed in the aggregate an amount the payment of which could reasonably be expected to result in have a Material Adverse Effect or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse Effect.
7.10 Any Change in Control shall occurPlan.
7.11 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds an amount, or requires payments exceeding an amount per annum, the payment of which in either case could reasonably be expected to result in have a Material Adverse Effect.
7.12 The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate annual contributions of the Borrower and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years of each such Multiemployer Plan immediately preceding the plan year in which the reorganization or termination occurs by an amount the payment of which could reasonably be expected to result have a Material Adverse Effect on the business, financial condition, or results of operations of the Borrower and its Subsidiaries taken as a whole.
7.13 The Borrower or any of its Subsidiaries shall be the subject of any proceeding or investigation pertaining to the release by the Borrower or any of its Subsidiaries, or any other Person of any Hazardous Material into the environment, or any violation of Environmental Law, which, in either case, could reasonably be expected to have a Material Adverse Effect.
7.13 7.14 Any material portion Change in Control shall occur.
7.15 The representations and warranties set forth in "Section 5.15 Plan Assets; Prohibited Transactions" shall at any time not be true and correct.
7.16 Any of this Agreement or any Note the Guaranties shall fail to remain in full force or effect or any action shall be taken by the Borrower to discontinue or to assert the invalidity or unenforceability of any such Loan Documentthe Guaranties.
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Defaults. The occurrence of any one or more of the following events shall constitute a Default:
7.1 Any representation or warranty made or deemed made by or on behalf of the Borrower Company or any Subsidiary to the Lenders or the Agent under or in connection with this Agreement, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Transaction Document shall be incorrect or untrue false in any material respect when on the date as of which made or deemed made.
7.2 Nonpayment of (i) principal of any Loan when due, (ii) any Reimbursement Obligation within five (5) one Business Days Day after the same becomes due, due or (iii) interest upon any Loan Loan, any Commitment Fee, LC Facility Fee or of any fee other Obligations under any of the Loan Documents within five (5) Business Days after the same becomes due or (iv) any other obligation or liability under this Agreement or any other Loan Document within thirty (30) days after the same such interest, fee or other Obligation becomes due.
7.3 The breach by the any Borrower of any of the terms or provisions of Section 6.2, any of Sections 6.1 through 6.3 (provided that such Default shall be deemed automatically cured or waived upon the delivery of such notice or the cure or waiver of the related Unmatured Default or Default, as applicable), 6.4 (with respect to the Borrower’s or any Material Subsidiary’s existence), 6.10, 6.12, 6.13 or 6.14of Sections 6.10 through 6.26.
7.4 The breach by the any Borrower (other than a breach which constitutes a Default under another Section of this Article VII) or any other Credit Party of any of the terms or provisions of this Agreement or any other Loan Document to which it is a party which is not remedied within thirty five (305) days after the earlier to occur of (i) written notice is given to the Borrower by from the Agent or any LenderLender to the Company or (ii) an Authorized Officer of any Borrower otherwise become aware of any such breach.
(i) 7.5 Failure of the Borrower Company or any of its Material Subsidiaries Subsidiary to pay when due any Material Indebtedness (after any beyond the applicable grace periodperiod with respect thereto, if any); or the default by the Company or any Subsidiary in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material IndebtednessIndebtedness Agreement, or any other event shall occur or condition exist, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; (ii) the Borrower or any Material Indebtedness of the Company or any Subsidiary shall default (after the expiration of any applicable grace period) in the observance or performance of any covenant or agreement relating to any Material Indebtedness and as a result thereof such Material Indebtedness shall be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; provided that or the foregoing shall not apply to any mandatory prepayment or optional redemption of any Indebtedness which would be required to be repaid in connection with the consummation of a transaction by the Borrower Company or any such Material Subsidiary not prohibited pursuant to this Agreement; or (iii) the Borrower or any of its Material Subsidiaries shall not pay, or admit in writing its inability to pay, its debts generally as they become due.
7.6 The Borrower Company or any of its Material Subsidiaries Subsidiary shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtorsdebtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 7.6 or (vvi) fail to contest within the applicable time period in good faith any appointment or proceeding described in Section 7.7.
7.7 Without the application, approval or consent of the Borrower Company or any of its Material SubsidiariesSubsidiary, a receiver, trustee, examiner, liquidator or similar official shall be appointed for the Borrower Company or any of its Material Subsidiaries Subsidiary or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv) shall be instituted against the Borrower Company or any of its Material Subsidiaries Subsidiary and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of ninety (90) 30 consecutive days.
7.8 A judgment Any court, government or governmental agency shall condemn, seize or otherwise appropriate, or take custody or control of, all or any portion of the Property of the Company and the Subsidiaries which, when taken together with all other court order Property of the Company and the Subsidiaries so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Substantial Portion.
7.9 The Company or any Subsidiary shall fail within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $100,000,000 5,000,000 (net of or the equivalent thereof in currencies other than Dollars) in the aggregate, or (ii) nonmonetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any amounts such case, is/are not (a) stayed on appeal or otherwise being appropriately contested in good faith or (b) paid or covered in full by independent third third-party insurance as to which insurers under the relevant insurance company does not dispute coverage) shall be rendered against the Borrower Company's or any Material Subsidiary and such judgment or order shall continue without being vacated, discharged, satisfied or stayed or bonded pending appeal for a period of forty-five (45) daysSubsidiary's insurance policies.
7.9 7.10 The Unfunded Liabilities of all Single Employer Plans could shall exceed $10,000,000 in the aggregate reasonably be expected to result in a Material Adverse Effect aggregate, or any Reportable Event shall occur in connection with any Plan that could reasonably be expected to have a Material Adverse EffectPlan.
7.10 7.11 Nonpayment by the Company or any Subsidiary of any Rate Management Obligation, in an outstanding principal amount of $5,000,000 or more, when due or the breach by the Company or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto.
7.12 Any Change in Control shall occur.
7.11 7.13 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred, pursuant to Section 4201 of ERISA, withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower Company or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), could reasonably be expected to result in a Material Adverse Effectexceeds $10,000,000 or requires payments exceeding $10,000,000 per annum.
7.12 7.14 The Borrower Company or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination could reasonably the aggregate annual contributions of the Company and the other members of the Controlled Group (taken as a whole) to all Multiemployer Plans which are then in reorganization or being terminated have been or will be expected increased, in the aggregate, over the amounts contributed to result such Multiemployer Plans for the respective plan years of such Multiemployer Plans immediately preceding the plan year in a Material Adverse Effectwhich the reorganization or termination occurs by an amount exceeding $10,000,000.
7.13 Any material portion of this Agreement 7.15 The Company or any Note Subsidiary shall (i) be the subject of any proceeding or investigation pertaining to the release by the Company or any Subsidiary or any other Person of any toxic or hazardous waste or substance into the environment, or (ii) violate any Environmental Law, which, in the case of an event described in clause (i) or clause (ii), has resulted in liability to the Company or any Subsidiary in an amount equal to $10,000,000 or more, which liability is not paid, bonded or otherwise discharged within 60 days or which is not stayed on appeal and being appropriately contested in good faith.
7.16 Any Loan Document shall fail to remain in full force or effect against the Company or any Subsidiary or any action shall be taken by the Borrower or shall fail to be taken to discontinue or to assert the invalidity or unenforceability of of, or which results in the discontinuation or invalidity or unenforceability of, any such Loan Document.
7.17 An event (such event, an "Off-Balance Sheet Trigger Event") shall occur which (i) permits the investors or purchasers in respect of Off-Balance Sheet Liabilities of the Company or any Affiliate of the Company to require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of the non-payment of any Off-Balance Sheet Liability having an aggregate outstanding principal amount (or similar outstanding liability) greater than or equal to $5,000,000 and (x) such Off-Balance Sheet Trigger Event shall not be remedied or waived within the later to occur of the tenth day after the occurrence thereof or the expiry date of any grace period related thereto under the agreement evidencing such Off-Balance Sheet Liabilities, or (y) such investors shall require the amortization or liquidation of such Off-Balance Sheet Liabilities as a result of such Off-Balance Sheet Trigger Event, (ii) results in the termination of reinvestments of collections or proceeds of receivables and related assets under the agreements evidencing such Off-Balance Sheet Liabilities, or (iii) causes or otherwise permits the replacement or substitution of the Company or any Affiliate thereof as the servicer under the agreements evidencing such Off-Balance Sheet Liabilities; provided, however, that this Section 7.17 shall not apply on any date with respect to (a) any voluntary request by the Company or an Affiliate thereof for an above-described amortization, liquidation, or termination of reinvestments so long as the aforementioned investors or purchasers cannot independently require on such date such amortization, liquidation or termination of reinvestments or (b) any scheduled amortization or liquidation at the stated maturity of the facility evidencing such Off-Balance Sheet Liabilities.
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