Enforcement Events. The occurrence of any of the following events after the date of this Agreement shall constitute an "ENFORCEMENT EVENT" under this Agreement: (a) Any failure by the Borrower to pay any sum when due under the Note, this Agreement or any other Loan Document (and the continuation of such failure beyond the expiration of the grace period, if any, provided therein for such payment); or (b) Any failure by the Borrower, or its Affiliates, to observe any of the affirmative and negative covenants set forth in Articles VI, VII and IX, respectively, which if caused or occasioned or permitted voluntarily by the Borrower or any of its Affiliates (as applicable) would breach any affirmative or negative covenant set forth in Article VI, VII or IX, as applicable, which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission; or (c) Any representation, warranty, affidavit, material certificate or statement made or delivered to Lender by or on behalf of the Borrower from time to time in connection with the Loan, this Agreement or any other Loan Document shall prove false, incorrect or misleading in any respect deemed material by the Lender; or (d) Any failure to obtain, assign, deliver or keep in force the policies of insurance required by this Agreement or any other Loan Document, if any, which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission; or (e) The Borrower's failure to remove any involuntary Lien against any of the Collateral securing the Loan or any part thereof within forty-five (45) days after its filing or the filing of any suit against any of the Collateral securing the Loan giving rise to such Lien; or (f) Any modification, amendment, repeal or rescission of any law, regulation, code, statute, order, ordinance or legislation of any kind that would have a material adverse affect on the Collateral, or otherwise would have a material adverse affect on the Borrower in any way which material adverse effect remains uncured for a period of thirty (30) calendar days following the effective date of such modification, amendment, repeal or rescission; or (g) Any failure by the Borrower to comply within thirty (30) days with any notice of violation of any restrictive covenant affecting any of the Collateral securing the Loan or from any party entitled to enforce such covenant (or, in the case of a curable noncompliance requiring longer than thirty (30) days for its cure, its failure to commence to comply within said period and thereafter to pursue such cure diligently to completion); or (h) Any failure by the Borrower to comply within ten (10) days with a requirement, order or notice of violation of a law, ordinance, or regulation issued or promulgated by any governmental authority claiming jurisdiction over any of the Collateral securing the Loan (or within such longer time period as may be provided by the terms of such order or notice), or, in the case of a curable noncompliance requiring longer than the applicable time period for its cure, its failure to commence to comply with said order or notice within said period or failure thereafter to pursue such cure diligently to completion; or (i) Any default by Borrower in the payment of any other Debt (whether direct or contingent and whether matured or accelerated) to Lender, or any of Lender's Affiliates or subsidiaries, or if the Borrower shall become unable to pay its debts as the same become due and such default or failure remains uncured for a period of thirty (30) days, or if a moratorium or any other restriction shall be declared or imposed by the Borrower (or any authority asserting or exercising de jure or de facto government, legislative, or police powers in the State of Florida (as applicable), on the repayment of the Borrower's Debts; or (j) The anticipatory repudiation by the Borrower of its obligations under any Loan Document or under any other document pursuant to which it is indebted to the Lender, or any of the Lender's Affiliates or subsidiaries, or any declaration by the Borrower of its intention not to perform any such obligations as and when the same become due; or (k) The issuance or filing of any levy, Lien, attachment, charging order, garnishment or other process against any of the Collateral securing the Loan, including the funds held in any account of the Borrower held on behalf of, or secured by, the Lender in connection with the Loan, and the Borrower's failure to remove any such levy, Lien, attachment, charging order, garnishment or other process within forty-five (45) days after its issuance or filing; or (l) The failure of Borrower to obtain any permit, license, approval or consent required of it from, or to make any filing with, any governmental authority (or the lapse or revocation or rescission thereof once obtained or made) which is necessary for the Borrower to obtain or make in connection with the Loan, any Loan Document or the enforcement thereof, and which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission, or if it shall become unlawful for the Lender to make or maintain the Loan or for the Borrower to perform any of its obligations under any Loan Document; or (m) Any failure by the Borrower to observe or perform any other covenant or agreement made by it in any Loan Document, including this Agreement, or in any other document related to any other Debt of the Borrower with the Lender, or any of the Lender's Affiliates or subsidiaries, or the occurrence of any other default under the terms of any Loan Document, including this Agreement, or in any other document related to any other Debt of the Borrower with the Lender, or any of the Lender's Affiliates or subsidiaries, and the continuation of such failure or default beyond the expiration of the grace period, if any, provided therein for the cure of such failure or default; or (n) Borrower's failure to cure, within thirty (30) days after notice thereof from Lender, any failure by the Borrower to observe or perform any other material covenant, condition or obligation contained in (i) the Purchase Agreement, (ii) that certain Registration Rights Agreement, dated as of February 28, 2002, by and between the Borrower and the Lender, (iii) that certain Shareholders' Agreement, dated as of February 28, 2002, by and among the Borrower, the Lender and ▇▇▇▇▇ ▇▇▇▇▇▇▇, (iv) that certain Consulting Agreement dated as of February 28, 2002, by and between the Lender and the Borrower, and (v) the Articles of Incorporation of the Borrower, as amended.
Appears in 1 contract
Sources: Loan Agreement (Intercallnet Inc)
Enforcement Events. The occurrence of any of the following events after the date of this Agreement This debenture shall constitute an "ENFORCEMENT EVENT" under this Agreementbe enforceable if:
(a) Any failure any of the Secured Liabilities shall not be paid or discharged when the same ought to be paid or discharged by the Borrower to pay any sum when due under (whether on demand or at scheduled maturity or by acceleration or otherwise, as the Note, this Agreement or any other Loan Document (and the continuation of such failure beyond the expiration of the grace period, if any, provided therein for such paymentcase may be); or
(b) Any failure by the Borrower, or its Affiliates, to observe any of the affirmative and negative covenants set forth in Articles VI, VII and IX, respectively, which if caused or occasioned or permitted voluntarily by the Borrower or shall be in breach of any of its Affiliates obligations under this debenture or under any other agreement between the Borrower and the Lender and that breach (as applicableif capable of remedy) would breach any affirmative or negative covenant set forth in Article VI, VII or IX, as applicable, which failure remains uncured for a period has not been remedied to the satisfaction of thirty (30) calendar the Lender within 28 days following of notice by the first date of such failure or omissionLender to the Borrower to remedy the breach; or
(c) Any representation, warranty, affidavit, material certificate or statement made or delivered the Borrower:
(i) becomes unable to Lender by or on behalf pay its debts as they fall due (and/or the value of the Borrower from time Borrower's assets is less than the amount of its liabilities, taking into account the Borrower's contingent and prospective liabilities); or
(ii) commences negotiations with any one or more of its creditors with a view to time in connection with the Loangeneral readjustment or rescheduling of its indebtedness; or
(iii) makes a general assignment for the benefit of, this Agreement or any other Loan Document shall prove falsea composition with, incorrect or misleading in any respect deemed material by the Lenderits creditors; or
(d) Any failure to obtain, assign, deliver the Borrower passes any resolution or keep in force the policies of insurance required by this Agreement takes any corporate action or a petition is presented or proceedings are commenced or any other Loan Documentaction is taken by any person for its winding-up, if anydissolution, which failure remains uncured administration or re-organisation or for the appointment of a period receiver, administrative receiver, administrator, trustee or similar officer of thirty (30) calendar days following the first date it or of such failure any or omissionall of its revenues and assets; or
(e) The Borrower's failure to remove any involuntary Lien a distress, execution, attachment or other legal process is levied or enforced upon or sued against any of the Collateral securing the Loan all or any part thereof within forty-five (45) days after its filing or the filing of any suit against any of the Collateral securing assets of the Loan giving rise to such LienBorrower and remains undischarged for seven days; or
(f) Any modificationan Event of Default (as defined in the Facility Agreement) occurs, amendment, repeal or rescission of any law, regulation, code, statute, order, ordinance or legislation of any kind that would have a material adverse affect on the Collateral, or otherwise would have a material adverse affect on the Borrower and in any way which material adverse effect remains uncured for a period of thirty such event (30) calendar days following whether or not the effective date of such modification, amendment, repeal or rescission; or
(g) Any failure by the Borrower to comply within thirty (30) days with any notice of violation of any restrictive covenant affecting any of the Collateral securing the Loan or from any party entitled to enforce such covenant (or, in the case of a curable noncompliance requiring longer than thirty (30) days for its cure, its failure to commence to comply within said period and thereafter to pursue such cure diligently to completion); or
(h) Any failure by the Borrower to comply within ten (10) days with a requirement, order or notice of violation of a law, ordinance, or regulation issued or promulgated by any governmental authority claiming jurisdiction over any of the Collateral securing the Loan (or within such longer time period as may be provided by the terms of such order or noticeevent is continuing), or, in the case of a curable noncompliance requiring longer than the applicable time period for its cure, its failure without prejudice to commence to comply with said order or notice within said period or failure thereafter to pursue such cure diligently to completion; or
(i) Any default by Borrower in the payment of any other Debt (whether direct or contingent and whether matured or accelerated) to Lender, or any rights of Lender's Affiliates or subsidiaries, or if the Borrower shall become unable to pay its debts as the same become due and such default or failure remains uncured for a period of thirty (30) days, or if a moratorium or any other restriction shall be declared or imposed by the Borrower (or any authority asserting or exercising de jure or de facto government, legislative, or police powers in the State of Florida (as applicable), on the repayment of the Borrower's Debts; or
(j) The anticipatory repudiation by the Borrower of its obligations under any Loan Document or under any other document pursuant to which it is indebted to the Lender, or any the powers of the Lender's Affiliates or subsidiaries, or any declaration by the Borrower of its intention not to perform any such obligations as and when the same become due; or
(k) The issuance or filing of any levy, Lien, attachment, charging order, garnishment or other process against any of the Collateral securing the Loan, including the funds held in any account of the Borrower held on behalf of, or secured by, the Lender in connection with the Loan, and the Borrower's failure to remove any such levy, Lien, attachment, charging order, garnishment or other process within forty-five (45) days after its issuance or filing; or
(l) The failure of Borrower to obtain any permit, license, approval or consent required of it from, or to make any filing with, any governmental authority (or the lapse or revocation or rescission thereof once obtained or made) which is necessary for the Borrower to obtain or make in connection with the Loan, any Loan Document or the enforcement thereof, and which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission, or if it shall become unlawful for the Lender to make or maintain the Loan or for the Borrower to perform any of its obligations under any Loan Document; or
(m) Any failure by the Borrower to observe or perform any other covenant or agreement made by it in any Loan Document, including this Agreement, or in any other document related to any other Debt of the Borrower with the Lender, or any of the Lender's Affiliates or subsidiaries, or the occurrence of any other default sale under the terms Law of any Loan Document, including this Agreement, or in any other document related to any other Debt of the Borrower with the Lender, or any of the Lender's Affiliates or subsidiaries, and the continuation of such failure or default beyond the expiration of the grace period, if any, provided therein for the cure of such failure or default; or
(n) Borrower's failure to cure, within thirty (30) days after notice thereof from Lender, any failure by the Borrower to observe or perform any other material covenant, condition or obligation contained in (i) the Purchase Agreement, (ii) that certain Registration Rights Agreement, dated as of February 28, 2002, by and between the Borrower and the Lender, (iii) that certain Shareholders' Agreement, dated as of February 28, 2002, by and among the Borrower, the Lender and ▇▇▇Property A▇▇ ▇▇▇▇▇▇▇, (iv) that certain Consulting Agreement dated as of February 28, 2002, by ▇ shall immediately be exercisable and between the Lender and the Borrower, and (v) the Articles of Incorporation may in its absolute discretion enforce all or any part of the Borrower, security created by this debenture as amendedit sees fit.
Appears in 1 contract
Sources: Debenture (Advance Nanotech, Inc.)
Enforcement Events. The occurrence of any of the following events after the date of this Agreement shall constitute an "ENFORCEMENT EVENT" under this AgreementIf:
(a) Any failure by the Borrower to pay any sum when due under the Note, this Agreement or any other Loan Document (and the continuation of such failure beyond the expiration of the grace period, if any, provided therein for such payment)a Subordination Event occurs; or
(b) Any failure any order is made by any competent court or resolution is passed for the winding-up, dissolution or liquidation of the Issuer, the holder of any Note may claim or prove in the winding-up, dissolution or liquidation of the Issuer but may take no further or other action to enforce, claim or prove for any payment by the BorrowerIssuer in respect of the Notes and may only claim such payment in the winding-up, dissolution or its Affiliates, to observe liquidation of the Issuer. In any of the affirmative events or circumstances described in (a) or (b) above, the holder of any outstanding Note may give notice to the Issuer that the Note is, and negative covenants set forth in Articles VIit shall accordingly forthwith become, VII immediately due and IXrepayable at its then Prevailing Principal Amount, respectively, which if caused or occasioned or permitted voluntarily by together with interest accrued and unpaid to (but excluding) the Borrower or any of its Affiliates (as applicable) would breach any affirmative or negative covenant set forth in Article VI, VII or IX, as applicable, which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission; or
repayment (c) Any representationif not cancelled pursuant to Condition 5), warranty, affidavit, material certificate or statement made or delivered subject to Lender by or on behalf of the Borrower from time to time in connection with the Loan, this Agreement or any other Loan Document shall prove false, incorrect or misleading in any respect deemed material by the Lender; or
(d) Any failure to obtain, assign, deliver or keep in force the policies of insurance required by this Agreement or any other Loan Document, if any, which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission; or
(e) subordination provisions described under Condition 3.1 above. The Borrower's failure to remove any involuntary Lien against any of the Collateral securing the Loan or any part thereof within forty-five (45) days after its filing or the filing holder of any suit Note may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any of the Collateral securing the Loan giving rise to such Lien; or
(f) Any modificationobligation, amendmentcondition, repeal undertaking or rescission of any law, regulation, code, statute, order, ordinance or legislation of any kind that would have a material adverse affect provision binding on the CollateralIssuer under the Notes (other than, or otherwise would have a material adverse affect on without prejudice to the Borrower in provisions above, any way which material adverse effect remains uncured obligation for a period of thirty (30) calendar days following the effective date of such modification, amendment, repeal or rescission; or
(g) Any failure by the Borrower to comply within thirty (30) days with any notice of violation of any restrictive covenant affecting any of the Collateral securing the Loan or from any party entitled to enforce such covenant (or, in the case of a curable noncompliance requiring longer than thirty (30) days for its cure, its failure to commence to comply within said period and thereafter to pursue such cure diligently to completion); or
(h) Any failure by the Borrower to comply within ten (10) days with a requirement, order or notice of violation of a law, ordinance, or regulation issued or promulgated by any governmental authority claiming jurisdiction over any of the Collateral securing the Loan (or within such longer time period as may be provided by the terms of such order or notice), or, in the case of a curable noncompliance requiring longer than the applicable time period for its cure, its failure to commence to comply with said order or notice within said period or failure thereafter to pursue such cure diligently to completion; or
(i) Any default by Borrower in the payment of any other Debt (whether direct principal or contingent and whether matured or accelerated) to Lenderinterest in respect of the Notes), or provided that the Issuer shall not by virtue of the institution of any of Lender's Affiliates or subsidiaries, or if the Borrower shall become unable such proceedings be obliged to pay its debts as any amount or amounts sooner than the same become due and such default or failure remains uncured for a period would otherwise have been payable by it, except with the prior approval of thirty (30) days, or if a moratorium or any the BRSA. No remedy against the Issuer other restriction than as provided above shall be declared available to the holders of Notes, whether for the recovery of amounts owing in respect of the Notes or imposed in respect of any breach by the Borrower (or any authority asserting or exercising de jure or de facto government, legislative, or police powers in the State Issuer of Florida (as applicable), on the repayment of the Borrower's Debts; or
(j) The anticipatory repudiation by the Borrower of its obligations under any Loan Document or under any other document pursuant to which it is indebted to the Lender, or any of the Lender's Affiliates or subsidiaries, or any declaration by the Borrower of its intention not to perform any such obligations as and when the same become due; or
(k) The issuance or filing of any levy, Lien, attachment, charging order, garnishment or other process against any of the Collateral securing the Loan, including the funds held in any account of the Borrower held on behalf of, or secured by, the Lender in connection with the Loan, and the Borrower's failure to remove any such levy, Lien, attachment, charging order, garnishment or other process within forty-five (45) days after its issuance or filing; or
(l) The failure of Borrower to obtain any permit, license, approval or consent required of it from, or to make any filing with, any governmental authority (or the lapse or revocation or rescission thereof once obtained or made) which is necessary for the Borrower to obtain or make in connection with the Loan, any Loan Document or the enforcement thereof, and which failure remains uncured for a period of thirty (30) calendar days following the first date of such failure or omission, or if it shall become unlawful for the Lender to make or maintain the Loan or for the Borrower to perform any of its obligations under any Loan Document; or
(m) Any failure by the Borrower to observe obligations, covenants or perform any other covenant or agreement made by it in any Loan Document, including this Agreement, or in any other document related to any other Debt of the Borrower with the Lender, or any of the Lender's Affiliates or subsidiaries, or the occurrence of any other default undertakings under the terms of any Loan Document, including this Agreement, or in any other document related to any other Debt of the Borrower with the Lender, or any of the Lender's Affiliates or subsidiaries, and the continuation of such failure or default beyond the expiration of the grace period, if any, provided therein for the cure of such failure or default; or
(n) Borrower's failure to cure, within thirty (30) days after notice thereof from Lender, any failure by the Borrower to observe or perform any other material covenant, condition or obligation contained in (i) the Purchase Agreement, (ii) that certain Registration Rights Agreement, dated as of February 28, 2002, by and between the Borrower and the Lender, (iii) that certain Shareholders' Agreement, dated as of February 28, 2002, by and among the Borrower, the Lender and ▇▇▇▇▇ ▇▇▇▇▇▇▇, (iv) that certain Consulting Agreement dated as of February 28, 2002, by and between the Lender and the Borrower, and (v) the Articles of Incorporation of the Borrower, as amendedNotes.
Appears in 1 contract
Sources: Fiscal Agency Agreement