Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used herein: (a) Default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten (10) days after the same is due; (b) An Event of Default as defined in any Loan Document shall have occurred; (c) Default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan Documents; (d) Any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified; (e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond the applicable grace period, if any, with respect thereto and such default is not being contested in good faith by the Borrower; (f) The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding; (g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof; (h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect; (i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days; (j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien; (k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof; (l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or (m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or (n) The dissolution or loss of legal existence of the Borrower; (o) A Change in Management of the Borrower shall occur.
Appears in 2 contracts
Sources: Loan Agreement (Windsor Energy Resources, Inc.), Loan Agreement (Windsor Energy Resources, Inc.)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided fee or other sum payable under any Loan Document to which the relevant Borrower is a party and such default shall continue unremedied for herein and said default is not remedied within ten (10) days after the same is duefive days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by any of the Borrower Borrowers in the due observance or performance of any of its obligationsobligations under the Loan Documents to which the relevant Borrower is a party, covenants or agreements contained in and, as to compliance with the obligations of any of the Loan DocumentsBorrowers under Article V (other than Section 5.14), such default shall continue for ten days after the earlier of notice thereof to the relevant Borrower or Borrowers by the Agent or knowledge thereof by the relevant Borrower or any of the other Borrowers;
(dc) Any any representation or warranty made by any of the Borrower Borrowers in any of the Loan Documents to which the relevant Borrower is a party proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by any of the Borrower Borrowers (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness $500,000 in the aggregate as to the relevant Borrower or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default thereto;
(e) the levy against any significant portion of the Property of any of the Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 as to the relevant Borrower which is not being contested in good faith by permanently dismissed or discharged within 60 days after the Borrowerlevy;
(f) The Borrower any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, due or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment or decree shall be entered against any of the Borrower Borrowers by any court of competent jurisdiction or by any other duly authorized authorityGovernmental Authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against any of the Borrower Borrowers for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 1,000,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days60 days or is not fully covered by insurance;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any of the Borrower Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the relevant Borrower subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kj) The Borrower any of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(lk) Any any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral Property of the Borrower which is a party thereto purportedly covered thereby; or, except to the extent permitted by this Agreement;
(l) any of the Borrowers contests in any manner the validity or enforceability of any provision of any Loan Document to which it is a party, or denies that it has any liability under any Loan Document to which it is a party;
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value any of the Collateral hasBorrowers purports to revoke, terminate or will be, materially decreasedrescind any Loan Document or any provision of any Loan Document; or
(n) The dissolution or loss of legal existence any of the Borrower;
(o) A Change Borrowers shall make any payment on any Equity Owner Indebtedness in Management violation of the Borrower shall occurprovisions of the Subordination Agreement.
Appears in 2 contracts
Sources: Term Loan Agreement (Royale Energy Holdings, Inc.), Term Loan Agreement (Royale Energy Holdings, Inc.)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement) on the Notes, the Note, any LC Fee or any Fee provided for herein and said default is not remedied other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within ten five (105) days after such payment was due, or in the payment of any Reimbursement Obligation within one Business Day after the same is becomes due;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Notes, the Facility LC Applications or the Security Instruments and such default continues for more than thirty (30) days after the earlier of: (i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof from the Administrative Agent;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Notes, the Facility LC Applications or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any respect material respect to the Borrower, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank Administrative Agent in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if of any, with respect thereto and such default is not being contested in good faith by the Borrower;thereto.
(f) The Borrower shall (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 thirty (30) days after the issuance and entry thereofof its entry;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar LawLaws; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(li) Any the Liens under the Security Instrument shall for any reason not, Instruments cease to be perfected or cease to, create valid and perfected first-to be first priority Liens against the Collateral purportedly covered therebysubject to only Permitted Encumbrances; or
(mj) The good faith determination by the Bank that Borrower has defaulted in its obligations under any Transaction Document and any other party to such Transaction Document under which a Material Adverse Effect default has occurred initiates any action to pursue its remedies resulting from such default or will occur or that the value gives notice of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurits intent to do so.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided for herein and said default is not remedied within ten (10) days after the same is due;fee or other sum payable under any Loan Document.
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any obligation of its obligations, covenants or agreements contained in any of the Borrower under the Loan Documents, and such default shall continue for 30 days after the earlier of written notice thereof to the Borrower by the Agent or actual knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, $100,000 and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article , the satisfaction or curing of which is a condition precedent to the right of the Borrower to obtain a Loan or for the issuance of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof90 days;
(h) The the levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, or (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason (other than the Agent's or the Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered therebythereby and not cured within 30 days; orand
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurAgent.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal or interest under this AgreementAgreement or the Notes, (ii) in the Notepayment when due of any fee or other sum payable under any Loan Document, or (iii) any Fee provided for herein and said default is not remedied within ten (10) days after Indebtedness of the same is dueBorrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in any of under the Loan Documents, and, as to compliance with the obligations, covenants or agreements under Article V (other than Section 5.14), such default shall continue for 30 days after the earlier of notice thereof by the Agent or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by or on behalf of the Borrower or any of the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or any of the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness $100,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 60 days;
(f) The the Borrower or any of the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment or decree shall be entered against the Borrower or any of the Guarantors by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower or any of the Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $100,000 which is not permanently dismissed or discharged within 30 60 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment or decree shall be entered against the Borrower or any of the Guarantors for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days60 days or is not fully covered by insurance (excluding any deductible);
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 Sec.1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower or any of the Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(l) Any any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Collateral purportedly covered thereby; or, except to the extent permitted by this Agreement;
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or will occur thereunder or that the value satisfaction in full of all Obligations and termination of the Collateral hasCommitments and this Agreement, or will be, materially decreased; orceases to be in full force and effect;
(n) The dissolution the Borrower or loss of legal existence any of the BorrowerGuarantors purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document;
(o) A Change in Management neither the Parent nor High Plains Gas, LLC, a Wyoming limited liability company, shall be serving as the sole manager of the Borrower Borrower; the Parent and High Plains Gas, LLC shall occurcease to own, in the aggregate, at least fifty one percent (51%) of the common equity interests in the Borrower; or, if High Plains Gas, LLC owns at least fifty one percent (51%) of the common equity interests in the Borrower, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall cease to own at least fifty one percent (51%) of the equity interests in High Plains Gas, LLC with the right to elect its managers or to manage such Business Entity; or
(p) the occurrence of a Material Adverse Effect.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used herein:
(a) Default Default: • default shall be made in the payment by Borrower when due of (i) any installment of principal or interest under this Agreement, Agreement or the Note, (ii) in the payment when due of any fee or any Fee provided for herein and said default is not remedied within ten (10) days after the same is due;
(b) An Event of Default as defined in other sum payable under any Loan Document shall have occurred;
Document, or (ciii) Default any Indebtedness of the Borrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement; • default shall be made by the Borrower or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in under (i) the Note, (ii) Section 4.6, Section 5.14 or Article VI or (iii) any material provision of any Loan Documents, other than this Agreement, and such default shall continue beyond any applicable grace or cure period or default shall be made by the Borrower or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements under any other provision of any Loan Documents;
(d) Any Document and such default shall continue for 30 days after the earlier of notice thereof by the Lender or knowledge thereof by the Borrower or the relevant Guarantor, as the case may be; • any representation or warranty made by or on behalf of the Borrower or any of the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(e) Default ; • default shall be made by the Borrower or any of the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness $250,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed; • the Borrower or any of the Guarantors shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such default inability shall continue for a period in excess of 60 days; • the levy against any significant portion of the Property of the Borrower or any of the Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $250,000 which is not being contested in good faith by permanently dismissed or discharged within 60 days after the Borrower;
(f) The levy; • the Borrower or any of the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An ; • an order, judgment or decree shall be entered against the Borrower or any of the Guarantors by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have 60 days; • a Material Adverse Effect;
(i) A final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or any of the Guarantors for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 250,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
60 days or is not fully covered by insurance (j) Any excluding any deductible); • any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower or any of the Guarantors subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The ; • the Borrower or any of the Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(l) Any ; • any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Collateral purportedly covered thereby, except to the extent permitted by this Agreement or resulting from the negligence of the Lender; or
(m) The good faith determination by • the Bank that Borrower or one of the Guarantors shall cease to be the sole shareholder or member or the sole general partner of any Guarantor; • 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 and termination of the Commitments and this Agreement, ceases to be in full force and effect; • the Borrower or any Guarantor purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document. • ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ shall cease to be involved actively as an officer of the Borrower; or • the occurrence of a Material Adverse Effect has occurred which is not remedied within 30 days following written notice thereof from the Lender or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of knowledge thereof by the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (Royale Energy Inc)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided for herein and said default is not remedied within ten (10) days after the same is due;fee or other sum payable under any Loan Document.
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any obligation of its obligations, covenants or agreements contained in any of the Borrower under the Loan Documents, and such default shall continue for 30 days after the earlier of written notice thereof to the Borrower by the Agent or actual knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, $100,000 and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is a condition precedent to the right of the Borrower to obtain a Loan or for the issuance of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof90 days;
(h) The the levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 ss.1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, or (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason (other than the Agent's or the Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered therebythereby and not cured within 30 days; orand
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurAgent.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall -------------------------------- constitute an Event of Default as that term is used herein:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or any Fee provided for herein and said default is not remedied within ten (10) days after the same is dueCommitment Fee;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan DocumentsDocuments and such default could be expected to have a Material Adverse Effect;
(d) Any any representation or warranty made by the Borrower in any of the Loan Documents Documents, including, without limitation, in a Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect;
(e) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, lease or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument for borrowed money executed in connection with any of the foregoingforegoing including, but not limited to, those certain 7.68% Series A Senior Notes due September 15, 2006, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrower;
(f) The the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Section 3.2, unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrower to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days;
(g) the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, or (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gh) An an order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(hi) The the levy against any significant portion of the Property (valued in excess of $1,000,000.00) of the Borrower Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(ij) A a final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 1,000,000.00 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(jk) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the a Material Effect occurs as a result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without following: (i) satisfaction any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or provision not waived, shall exist with respect to any Plan for satisfaction which an excise tax is due or would be due in the absence of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of thema waiver; (ii) made a Reportable Event shall occur with respect to, or suffered proceedings shall commence to have a transfer trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of any proceedings or appointment of its Property which may be fraudulent under any bankruptcya trustee is, fraudulent conveyance or similar Lawin the reasonable opinion of the Bank, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) made any transfer Single Employer Plan shall terminate for purposes of its Property to or for the benefit Title IV of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of themERISA; or (iv) the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Bank, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and (v) or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 8.01(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have suffered or permitted, while insolvent, a Material Adverse Effect and any creditor to obtain a Lien upon any such circumstance shall exist for in excess of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereofdays;
(l) Any Security Instrument the Borrower shall for any reason not, or cease to, create valid and perfected first-priority Liens against have failed to cure within 180 days its failure to comply with the Collateral purportedly covered thereby; orInventory Turnover Ratio described in Section 6.4 herein.
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that the value Change of the Collateral has, or will be, materially decreased; orControl.
(n) The the dissolution or the permanent loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurany Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Cmi Corp)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or or; performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article 3, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days 60 days, after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 200,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. ss.1961), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (NPC Holdings Inc)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided for herein and said default is not remedied within ten (10) days after the same is duefee or other sum payable under any Loan Document;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower and/or the Co-Borrowers in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or actual knowledge thereof by the Borrower and/or the Co-Borrowers;
(dc) Any any representation or warranty made by the Borrower and/or the Co-Borrowers in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower and/or the Co-Borrowers (as principal or guarantor or other surety) in the payment or performance of any bondIndebtedness including, debenture, note or other evidence but not limited to the Reducing Revolving Line of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingCredit, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower and/or the Co-Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower and/or the Co-Borrowers to obtain the Loan, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower and/or the Co-Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower and/or the Co- Borrowers by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.duly
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower or the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The either the Borrower or the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower or the Guarantors by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower or the Guarantors, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or the Guarantors for money damages and/or Indebtedness due in an amount in excess of $100,000 which is 200,000 not otherwise covered by insurance for 100% of the judgment in excess of $100,000 insurance, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower or the Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the Borrower or the Guarantors subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The either the Borrower or the Guarantors shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurLender.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal under this Agreement or the Notes, (ii) any installment of interest under this Agreement or the Notes and such default shall continue for three days after receipt of notice thereof from the Agent, (iii) in the payment when due of any installment fee or other sum payable under any Loan Document or (iv) any Indebtedness of principal either of the Borrowers under any Commodity Hedge Agreement or interest Interest Rate Hedge Agreement with any Approved Hedge Counterparty permitted or required under applicable provisions of this Agreement, the Note, or other than any Fee provided for herein such Indebtedness which is being contested in good faith by appropriate proceedings and said default is not remedied within ten (10) days after the same is dueas to which such reserve therefor as may be required by GAAP shall have been made;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by either of the Borrower Borrowers or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in any of under the Loan Documents, and, as to compliance with the obligations, covenants or agreements under Article V (other than Section 5.14), such default shall continue for 30 days or as to compliance with the obligations, covenants or agreements under Article VI such default shall continue for in excess of three Business Days after, in either case, the earlier of notice thereof by the Agent or knowledge thereof by the relevant Borrower or the relevant Guarantor, as the case may be;
(dc) Any any representation or warranty made by or on behalf of either of the Borrower Borrowers or any of the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by either of the Borrower Borrowers or any of the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence Indebtedness in excess of indebtedness $1,000,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed;
(e) the Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 60 days;
(f) The Borrower either of the Borrowers or any of the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment or decree shall be entered against either of Borrowers or any of the Borrower Guarantors by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment, or decree shall not be dismissed or stayed within 60 days;
(h) the levy against any significant portion of the Property of either of the Borrowers or any of the Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $1,000,000 which is not permanently dismissed or discharged within 60 days after the levy;
(i) a final and non-appealable order, judgment or decree shall be entered against either of the Borrowers or any of the Guarantors for money damages and/or Indebtedness due in an amount in excess of $1,000,000 and such order, judgment or decree shall not be dismissed or stayed within 30 60 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise fully covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 daysinsurance;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either of Borrowers or any of the Borrower Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of either of the Borrower Borrowers or any of the Guarantors subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower either of the Borrowers or any of the Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(l) Any any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Collateral purportedly covered thereby; or, except to the extent permitted by this Agreement or cured or corrected on or before the tenth day after notice thereof to the Borrowers or either of the Borrowers otherwise becoming aware thereof;
(m) The good faith determination by Contango O&G shall cease to be the Bank that sole direct or indirect (through a Material Adverse Effect has occurred wholly-owned Domestic Subsidiary) shareholder of Contango Operators or will occur or that the value of the Collateral has, or will be, materially decreased; orany Subsidiary Guarantor;
(n) The dissolution or loss all of legal existence K▇▇▇▇▇▇ ▇. Peak, S▇▇▇▇▇ ▇▇▇▇▇▇, M▇▇▇ ▇▇▇▇▇▇ and S▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall cease to hold senior management positions in each of the BorrowerBorrowers or to be involved actively in the management of each of the Borrowers;
(o) A Change in Management either of the Borrower shall occurBorrowers or any of the Guarantors contests in any manner the validity or enforceability of any provision of any Loan Document, or denies that it has any liability under any Loan Document;
(p) 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 thereunder or satisfaction in full of all Obligations and termination of the Commitments and this Agreement, ceases to be in full force and effect;
(q) either of the Borrowers or any of the Guarantors purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or
(r) the occurrence of a Material Adverse Effect.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of on any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due on any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree Business Days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The either the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of 500,000, except as disclosed on the judgment Closing Date in excess of $100,000 Exhibit V and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination the Borrower shall cease to be owned by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreasedits presently existing shareholders; or
(n) The dissolution or loss the occurrence of legal existence a Material Adverse Effect and the same shall remain unremedied for in excess of 60 days after notice given by the BorrowerLender;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (Primeenergy Corp)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal or interest under this AgreementAgreement or the Notes, (ii) in the Notepayment when due of any fee or other sum payable under any Loan Document, or (iii) any Fee provided for herein and said default is not remedied within ten (10) days after Indebtedness of the same is dueBorrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement with any Approved Hedge Counterparty permitted or required under applicable provisions of this Agreement;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in any of under the Loan Documents, and, as to compliance with the obligations, covenants or agreements under Article V (other than Section 5.14), such default shall continue for 30 days after the earlier of notice thereof by the Agent or knowledge thereof by the Borrower or the relevant Guarantors, as the case may be;
(dc) Any any representation or warranty made by or on behalf of the Borrower or any of the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or any of the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence Indebtedness in excess of indebtedness $500,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and or there shall occur any event or condition in respect of any such default Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed;
(e) the levy against any significant portion of the Property of the Borrower or any of the Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $1,000,000 which is not being contested in good faith by permanently dismissed or discharged within 60 days after the Borrowerlevy;
(f) The the Borrower or any of the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment or decree shall be entered against the Borrower or any of the Guarantors by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower or any of the Guarantors for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 1,000,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days60 days or is not fully covered by insurance;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower or any of the Guarantors subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kj) The the Borrower or any of the Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(lk) Any any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Collateral purportedly covered thereby, except to the extent permitted by this Agreement or cured or corrected on or before the tenth day after notice thereof to the Borrower or the Borrower otherwise becoming aware thereof;
(l) the Parent shall cease to be the sole shareholder of the Borrower or the Borrower or one of the Subsidiary Guarantors shall cease to be the sole shareholder or member or the sole general partner of any Subsidiary Guarantor;
(m) the Borrower or any of the Guarantors contests in any manner the validity or enforceability of any provision of any Loan Document, or denies that it has any liability under any Loan Document;
(n) as of the end of any calendar month during which the Borrower or any of the Guarantors had Commodity Hedge Agreements (other than floors) in effect for volumes in excess of the volumes of reserves projected to be produced in the most recent Reserve Report provided pursuant to the provisions of Section 5.4, the notional amount of hydrocarbon production for such calendar month under such Commodity Hedge Agreements exceeds actual production from the Oil and Gas Properties of the Borrower and the Guarantors for such calendar month; provided, however, that, for the first 30 days only following any curtailment of production from any of the Oil and Gas Properties of the Borrower or any of the Guarantors due to any condition, event or occurrence downstream of a wellhead and not within the reasonable control of the Borrower or the relevant Guarantor (including any matter with respect to third party pipelines or processing facilities), for purposes of this clause (p) each well so affected shall be deemed to have continued to produce during such 30 day period at the level at which it was producing immediately prior to the relevant curtailment; or
(mo) The good faith determination by the Bank that a Material Adverse Effect has occurred Borrower or will occur or that the value any of the Collateral hasGuarantors purports to revoke, terminate or will be, materially decreased; or
(n) The dissolution rescind any Loan Document or loss any provision of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurany Loan Document.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article , the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 60 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 200,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 ss.1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination by ▇▇▇▇ ▇. ▇▇▇▇▇▇ ceases to be the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence chief executive officer of the Borrower;
(n) if the issuing bank of the Letter of Credit described in Section 3.1(o) gives notice to the Lender of its intent not to extend such Letter of Credit; or
(o) A Change the occurrence of a Material Adverse Effect and the same shall remain unremedied for in Management excess of 30 days after notice given by the Borrower shall occurLender.
Appears in 1 contract
Sources: Credit Agreement (NPC Holdings Inc)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal or interest under this AgreementAgreement or the Note and such default shall remain unremedied in excess of three Business Days, the Note, (ii) accrued interest or any Fee provided fee or other sum payable under any Loan Document and such default shall remain unremedied in excess of three days or (iii) any Indebtedness of the Borrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement and such default shall remain unremedied for herein and said default is not remedied within ten (10) days after in excess of the same is dueperiod of grace, if any, with respect thereto;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or any Subsidiary of the Borrower which is a Guarantor in the due observance or performance of any of its obligations, covenants or agreements contained (except payment obligations which are addressed in the immediately preceding clause (a)) under (i) the Note, (ii) Section 4.6 or Article VI or (iii) any material provision of any Loan Documents, other than this Agreement, and such default shall continue beyond any applicable grace or cure period or default shall be made by the Borrower or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements under any other provision of any Loan DocumentsDocument and such default shall continue for 30 days after the earlier of notice thereof by the Lender or knowledge thereof by the Borrower or the relevant Guarantor, as the case may be;
(dc) Any any material representation or warranty made by or on behalf of the Borrower or any Subsidiary of the Borrower or any of the Subsidiaries which is a Guarantor in any of the Loan Documents proves to have been untrue in any material respect or any representationFinancial Statements delivered pursuant to this Agreement prove, statement (including Financial Statements), or any certificate or data furnished or made to the Bank Lender in connection herewith proves proves, to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or any Subsidiary of the Borrower or any of the Guarantors which is a Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness $100,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 60 days;
(f) The the Borrower or any Subsidiary of the Borrower or any of the Guarantors which is a Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment or decree shall be entered against the Borrower or any Subsidiary of the Borrower which is a Guarantor by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower or any Subsidiary of the Borrower which is a Guarantor on a consolidated basis of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $250,000 which is not (i) permanently dismissed or discharged within 30 60 days after the levy or (ii) being contested in good faith by appropriate proceedings and which could reasonably with establishment of such reserve as may be expected to have a Material Adverse Effectrequired by GAAP;
(i) A a final and non-appealable order, judgment or decree shall be entered against the Borrower or any Subsidiary of the Borrower which is a Guarantor for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 250,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days60 days or is not fully covered by insurance (excluding any deductible or supported by such reserve as may be required by GAAP);
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any Subsidiary of the Borrower or any of the Guarantors which is a Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could reasonably be expected to result in the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor or any Subsidiary of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such LienBorrower which is a Guarantor;
(k) The the Borrower or any Subsidiary of the Borrower which is a Guarantor shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or both ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ cease to, create valid and perfected first-priority Liens against to serve in the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence senior management of the Borrower;
(om) A Change in Management any Guarantor ceases to be a wholly-owned Subsidiary of the Borrower shall occuror another Guarantor;
(n) 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 and termination of the Commitments and this Agreement, ceases to be in full force and effect, and the result of which could reasonably be expected to result in a Material Adverse Effect; or
(o) the Borrower or any Subsidiary of the Borrower which is a Guarantor purports to revoke, terminate or rescind any Loan Document to which it is a party or any provision of any Loan Document to which it is a party, and the result of which could reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the NoteNotes or in the payment when due of any fee or other sum payable under any Loan Document, or the Borrower and/or the Co-Borrowers fail to observe, perform or comply with any Fee provided for herein and said default is not remedied within ten (10) days after the same is duecovenant contained in Article VI;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower and/or the Co-Borrowers in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, excluding Article VI, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Agent or actual knowledge thereof by the Borrower and/or the Co-Borrowers;
(dc) Any any representation or warranty made by the Borrower and/or the Co- Borrowers in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower and/or the Co-Borrowers (as principal or guarantor or other surety) in the payment or performance of any bondIndebtedness, debentureincluding, note or other evidence but not limited to 779776 Alberta, Ltd. and/or Neutrino Resources, Inc. facility with National Bank of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingCanada, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower and/or the Co-Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower and/or the Co-Borrowers to obtain a Loan or for the issuance of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower and/or the Co-Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its their assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower and/or the Co-Borrowers by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its their debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets their assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof90 days;
(h) The the levy against any significant portion of the Property of the Borrower and/or the Co-Borrowers or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower and/or the Co-Borrowers for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 250,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower and/or the Co-Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. ss.1961 ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the Borrower and/or the Co-Borrowers subject to a lien Lien in favor of the Bank Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower and/or the Co-Borrowers shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its their creditors or any of them; , (ii) made or suffered a transfer of any of its their Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, or (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its their Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason (other than Agent or Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurAgent.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used herein:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, the Note, Notes or any Fee provided for herein and said herein, which default is not remedied within continues for ten (10) days after the same is duefrom written notice thereof by Lender to Borrower;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan Documents, which default continues for twenty (20) days from written notice thereof by Lender to Borrower;
(d) Any any representation or warranty made by the Borrower in any of the Loan Documents Documents, including, without limitation, in a Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty has a Material Adverse Effect;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond the applicable grace period, if any, with respect thereto and such default is not being contested in good faith by the Borrower;
(f) The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(hg) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have has a Material Adverse Effect;
(ih) A a final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 10,000.00 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(ji) Any charges are filed any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity (as such term is defined in ERISA) shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization (as such term is defined in ERISA) of, a Multi-Employer Plan (as such term is defined in ERISA); or any other action event or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence condition shall occur or exist with respect to a Plan and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which such events or conditions referred to in this Section 9.1(j) could be subject the forfeiture Borrower or transfer any of them, or any material Property Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Borrower subject to Code), penalty or other liabilities which taken in the aggregate would have a lien Material Adverse Effect and any such circumstance shall exist for in favor excess of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien30 days;
(kj) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lk) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; orthereby and such occurrence would have a Material Adverse Effect;
(ml) The the good faith determination by the Bank Lender that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default shall have continued for herein and said default is not remedied within ten (10) days after the same is duefive days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the any Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by any Borrower;
(dc) Any any representation or warranty made by the any Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the any Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement, Rate Management Transaction, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(fe) The any Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(hg) The the levy against any significant portion of the Property of the Borrower any Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 90 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the any Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The any Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part material portion of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any material portion of its Property which may be maybe fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lj) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens subject to Permitted Liens against the Collateral purportedly covered therebythereby or any Borrower shall assert that any Security Instrument does not or discontinues to create valid Liens thereunder;
(k) the occurrence of a Material Adverse Effect and the same shall remain unremedied for in excess of 30 days after notice given by the Lender; or
(ml) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that the value Change of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurControl.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of on any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due on any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree Business Days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Agent or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The either the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l1) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (Primeenergy Corp)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of three (103) days Business Days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower in the due observance or performance of any affirmative covenant required in this Agreement, the Note, or any Security Instrument, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note, or any Security Instruments.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, ; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An order, judgment or decree shall be entered against case commenced under Title 11 of the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all United States Code or any substantial part of its assets and such orderreorganization, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any executioninsolvency, garnishment, attachment, sequestration or other writ conservatorship or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.insolvency,
Appears in 1 contract
Sources: Advancing Term Credit Agreement (San Juan Partners LLC)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of three (103) days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower in the due observance or performance of any affirmative covenant required in this Agreement, the Note, or any Security Instrument, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note, or any Security Instruments.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $25,000 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with 51 respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction;
(gh) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectits entry;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Lawlaw; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint 52 which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) three days after the same is duenotice has been given by Lender to Borrower;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after notice thereof to the Borrower by the Lender;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(fe) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereofdays;
(hg) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment judgment, or decree shall not be paid, dismissed or the execution thereof stayed within 30 days;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 (S)1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kj) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lk) Any Security Instrument any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan which could reasonably be expected to have a Material Adverse Effect; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for any reason notwhich an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or cease toproceedings shall commence to have a trustee appointed, create valid or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and perfected first-priority Liens against the Collateral purportedly covered therebyresult of such events or conditions referred to in this Section 7.1 could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; or
(ml) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value any change in two-thirds (2/3) of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence Senior Management without the prior written consent of the Borrower;
(o) A Change in Management of Lender and if Lender does not consent, the Borrower shall occurhave 180 days from written notice by the Lender of its lack of consent to elect new Senior Management acceptable to the Lender.
Appears in 1 contract
Sources: Credit Agreement (Dril-Quip Inc)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made in the payment by Borrower when due of any installment of principal principal, interest, fees or interest other sums payable hereunder or under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten (10) days after the same is dueother Loan Document;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default shall be made by the any Borrower in the due observance or performance of any of its obligations, covenants covenant or agreements contained agreement set forth in any of Sections 5.2 through 5.7 and such default shall continue for in excess of 15 days after the earlier of notice thereof by the Administrative Agent to such Borrower or knowledge thereof by such Borrower, or default shall be made by such Borrower or any Subsidiary in the due observance or performance of any other covenant or agreement set forth in this Agreement or any other Loan DocumentsDocument;
(dc) Any representation or warranty made by the any Borrower in or any of the its Subsidiaries in this Agreement or any other Loan Documents Document proves to have been untrue in any material respect when made or deemed to have been made, or any representation, warranty, statement (including Financial Statements), certificate or data furnished or made by any Borrower or any of its Subsidiaries to any Lender, the Issuing Bank or the Administrative Agent in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ei) Default shall be made by the any Borrower (as principal or guarantor or other surety) any of its Subsidiaries in the payment or performance of any bond, debenture, note note, security (as defined in the Securities Act of 1933, as amended), or other evidence of indebtedness Indebtedness (other than Indebtedness hereunder and Indebtedness under Hedging Agreements) in excess of $10,000,000, or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto, and the effect of such default is to cause, or permit the holders of such Indebtedness or security to cause, the acceleration of the maturity of any such Indebtedness or to permit a trustee or holder of any security to elect (whether or not being contested such trustee or holder does elect) a majority of the directors on the board of directors of any Borrower or its Subsidiaries or (ii) there occurs under any Hedging Agreement an Early Termination Date (as defined in good faith such Hedging Agreement) resulting from (A) any event of default under such Hedging Agreement as to which any Borrower or any of its Subsidiaries is the Defaulting Party (as defined in such Hedging Agreement) or (B) any Termination Event (as defined in such Hedging Agreement) under such Hedging Agreement as to which any Borrower or any of its Subsidiaries is an Affected Party (as defined in such Hedging Agreement) and, in either event, the termination value owed by the Borrowersuch Borrower or such Subsidiary as a result thereof is greater than $10,000,000;
(fe) The Any Borrower or any of its Subsidiaries shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An order, judgment or decree shall be entered against the any Borrower or any of its Subsidiaries by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(jg) Any charges are filed Borrower or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower its Subsidiaries shall have (i) concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law and not otherwise permitted under the provisions of this Agreement, or (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with paid;
(h) The levy against any significant portion of the intent to hinder, delay or defraud its creditors Property of any Borrower or any of them; its Subsidiaries or any execution, garnishment, attachment, sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 60 days;
(ivi) A final and non-appealable order, judgment, or decree shall have suffered be entered against any Borrower or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings Subsidiaries for money damages and/or Indebtedness due in an amount in excess of $10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and such order, judgment, or distraint which is decree shall not vacated be dismissed or stayed within 30 days from the date thereof60 days;
(j) [Reserved];
(k) [Reserved];
(l) Any Security Instrument of the Loan Documents shall cease, for any reason notreason, to be in full force and effect, or any Borrower, any Subsidiary or any Affiliate of any Borrower or Subsidiary shall so assert, or any Lien created by any of the Loan Documents shall cease toto be enforceable and of the same effect and priority purported to be created thereby;
(i) Any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, create valid as amended (the "Exchange Act")), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the "beneficial owner" (as defined in Rules 13(d)-3 and perfected first-priority 13(d) 5 under the Exchange Act), directly or indirectly, of more than 20% of the outstanding common stock of Swift Co; (ii) the board of directors of Swift Co shall cease to consist of a majority of Continuing Directors; or (iii) Swift Co shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of Swift LLC free and clear of all Liens against (except Liens created by the Collateral purportedly covered therebyLoan Documents); or
(mi) The good faith determination by Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Bank that Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Borrower or any Subsidiary or any Commonly Controlled Entity, (iii) a "reportable event", as such term is defined in Section 4043 of ERISA shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which reportable event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Majority Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) any Borrower or any Subsidiary or any Commonly Controlled Entity shall, or in the reasonable opinion of the Majority Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multi-employer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Majority Lenders, reasonably be expected to have a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurEffect.
Appears in 1 contract
Sources: Credit Agreement (Swift Energy Co)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used herein:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, the Note, Note or any Fee provided for herein and said default is not remedied within ten (10) days after the same is dueherein;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower Borrowers in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan DocumentsDocuments and such default could be expected to have a Material Adverse Effect;
(d) Any any representation or warranty made by the Borrower Borrowers in any of the Loan Documents Documents, including, without limitation, in a Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty has a Material Adverse Effect;
(e) Default default shall be made by the Borrower Borrowers (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested Contested in good faith Good Faith by the BorrowerBorrowers;
(f) The Borrower the Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Articles IV, V, VII and VIII unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrowers to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days;
(g) Any of the Borrowers shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning such Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gh) An an order, judgment or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(hi) The the levy against any significant portion of the Property of the Borrower Borrowers, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have has a Material Adverse Effect;
(ij) A a final and non-appealable order, judgment or decree shall be entered against the any Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 250,000.00 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(jk) Any any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrowers or any Commonly Controlled Entity (as such term is defined in ERISA) shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization (as such term is defined in ERISA) of, a Multi-Employer Plan (as such term is defined in ERISA); or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 9.1(k) could subject the Borrowers or any of them, or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days;
(l) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower either Borrowers under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the Borrower Borrowers subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, or (iii) the Borrowers paying to the Lender the amount of the resultant decrease in the Borrowing Base, as a result thereof;
(km) The Borrower Either of the Borrowers shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(ln) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; orthereby and such occurrence would have a Material Adverse Effect;
(mo) The the good faith determination by the Bank Lender that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (GMX Resources Inc)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under this Agreement, the Note, Agreement or any Fee provided for herein and said default is not remedied within ten (10) days after the same is dueNote or any fees or other sums payable hereunder or under any other Loan Document, including any Security Document;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants covenant in Articles 5 or agreements contained 6 herein or any other material agreement set forth in any of this Agreement or any other Loan Document and such default shall continue for in excess of 30 days after the Loan Documentsearlier of notice thereof by the Lender to the Borrower or knowledge thereof by the Borrower;
(dc) Any representation or warranty made by any of the Borrower in this Agreement or any of the other Loan Documents Document proves to have been untrue in any material respect when made or deemed to have been made, or any representation, warranty, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified unless the subject of the representation can be remedied and is remedied within 30 days;
(ed) Default shall be made by any of the Borrower (as principal or guarantor or other surety) in the payment or performance of any material bond, debenture, note note, security (as defined in the Securities Act of 1933, as amended), or other material evidence of indebtedness Indebtedness, or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto, and the effect of such default is to cause, or permit the holders of such material Indebtedness or security to cause, the acceleration of the maturity of any such Indebtedness, provided, however, that the same shall not being contested apply with respect to matters which the Borrower is contesting in good faith by the Borrowerappropriate proceedings and has established adequate reserves in accordance with GAAP with respect thereto;
(fe) The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding against the Borrower or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kg) The Borrower shall have (i) concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any material part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any material portion of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law and not otherwise permitted under the provisions of this Agreement, or (iii) made any material transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with paid;
(h) The levy against any material portion of the intent to hinder, delay or defraud its creditors Property of any of the Borrower or any of them; execution, garnishment, attachment, sequestration, or (iv) shall have suffered other writ or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint similar proceeding which is not vacated permanently dismissed or discharged within 30 days from the date thereof60 days;
(li) Any Security Instrument shall for any reason notA final and non-appealable order, judgment, or cease todecree shall be entered against Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which excess is not adequately covered by insurance and such order, create valid and perfected first-priority Liens against the Collateral purportedly covered therebyjudgment, or decree shall not be dismissed or stayed within 60 days; or
(mj) The good faith determination by the Bank Lender determines, in its reasonable discretion, that a Material Adverse Effect material adverse change has occurred or will occur or that in the value financial condition of the Collateral hasBorrower, or will beand after notice of same, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurfails to furnish sufficient additional Collateral to the Lender to protect the Lender's interest in the Loan.
Appears in 1 contract
Sources: Credit Agreement (International PetroReal Oil CORP)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal or interest under this Agreement or the Note (ii) any fee or other sum payable under any Loan Document or (iii) any Indebtedness of the Borrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement, and as to any of the Noteforegoing other than a default in payment of principal due under any relevant agreement, or any Fee provided such default shall continue unremedied for herein and said default is not remedied within ten (10) days after the same is duethree Business Days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of under the Loan Documents, and, as to compliance with the obligations of the Borrower under Article V (other than Section 5.12), such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or actual knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by or on behalf of the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness $100,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto or there shall occur any event or condition in respect of any such Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 60 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant a material portion of the Property of the Borrower then subject to a Lien in favor of the Lender or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 60 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days60 days or is not fully covered by insurance;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(l) Any any Security Instrument Document shall for any reason not, or cease toto create, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination , except to the extent permitted by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrowerthis Agreement;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when within two (2) days after such payment was due of any installment of principal or interest under (including, without limitation, any mandatory prepayment payable pursuant to Section 2.06 of this Agreement, ) on the Note, Note or any Fee provided for herein and said default is not remedied within ten (10) days after other monetary obligation payable hereunder when due, including, without limitation, any fee due to the same is dueBank hereunder;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Note or the Security Instruments and such default continues for more than thirty (30) days after the earlier of:
(i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof from the Bank;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Note or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, ; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the Borrowermaterial Indebtedness;
(f) The Borrower shall (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereofof its entry;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcythe Bankruptcy, fraudulent conveyance or similar Law; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(mi) The good faith determination by the Bank that a Material Adverse Effect has occurred Liens under the Security Instruments cease to be perfected or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurcease to be first priority Liens subject to only Permitted Encumbrances.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this AgreementAgreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document and, with respect to the Notepayment of interest only, or any Fee provided such default shall continue for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or ▇▇▇▇▇▇▇▇-Delaware in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, other than as described in Section 7. 1 (a), and with respect to default in the observance or performance of obligations under Article V and under Sections 6.9, 6.10 or 6.11, such default shall continue for 30 days after notice thereof to the Borrower by the Noteholder Agent;
(dc) Any any representation or warranty made by the Borrower or ▇▇▇▇▇▇▇▇-Delaware in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Noteholder Agent in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or ▇▇▇▇▇▇▇▇-Delaware (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness exceeding $100,000 or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(fe) The the Borrower or ▇▇▇▇▇▇▇▇-Delaware shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the Borrower or ▇▇▇▇▇▇▇▇-Delaware by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereofdays;
(hg) The the levy against any significant portion of the Property of the Borrower or ▇▇▇▇▇▇▇▇-Delaware, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or ▇▇▇▇▇▇▇▇-Delaware for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(ji) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower ▇▇▇▇▇▇▇▇-Delaware shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iviii) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lj) Any the Security Instrument Instruments shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value all of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss real and personal Property of legal existence of ▇▇▇▇▇▇▇▇-Delaware and the Borrower;
(ok) A Change any Person shall engage in Management any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Noteholder Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Noteholder Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; or
(l) any payment of royalties on Oil and Gas Properties of the Borrower shall occurnot be paid when due or any account payable of the Borrower (except as the Noteholder Agent may expressly agree in writing) shall not be paid within sixty (60) days of invoice date.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default shall be made Borrowers default in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default shall have continued for herein and said default is not remedied within ten (10) days after the same is duefive days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default shall be made by the Borrower Borrowers default in the due observance or performance of any of its obligations, their negative covenants or agreements contained obligations under the Loan Documents (including Article VI hereunder);
(c) Borrowers default in the due observance or performance of any of their affirmative covenants or obligations under the Loan DocumentsDocuments (including Article V hereunder), and such default shall continue for 30 days after the earlier of notice thereof to the Borrowers by the Lender or knowledge thereof by any Borrower;
(d) Any any representation or warranty made by the any Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(e) Default default shall be made by the any Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement, Rate Management Transaction, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(f) The any Borrower or Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the any Borrower or Guarantor, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 90 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the any Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part material portion of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any material portion of its Property which may be maybe fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lk) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens subject to Permitted Liens against the Collateral purportedly covered therebythereby or any Borrower shall assert that any Security Instrument does not or discontinues to create valid Liens thereunder;
(l) the occurrence of a Material Adverse Effect and the same shall remain unremedied for in excess of 30 days after notice given by the Lender; or
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that the value Change of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurControl.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement) on the Notes, the Noteany LC Fee or any other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, or any Fee provided for herein and said default is not remedied other fee due to any Bank Party hereunder within ten five (105) days after such payment was due, or in the payment of any Reimbursement Obligation within one Business Day after the same is becomes due;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Notes, the Facility LC Applications or the Security Instruments and such default continues for more than thirty (30) days after the earlier of:
(i) Borrower having knowledge thereof, or
(ii) Borrower receiving written notice thereof from the Administrative Agent;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Notes, the Facility LC Applications or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any respect material respect to the Borrower or any Guarantor, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank Administrative Agent in connection herewith proves to have been untrue in any respect material respect to the Borrower or any Guarantor as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the any Borrower or any Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrower;thereto.
(f) The Any Borrower shall or any Guarantor (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the any Borrower or any Guarantor by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 thirty (30) days after the issuance and entry thereofof its entry;
(h) The levy against any significant portion of the Property of the Any Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) Guarantor has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar LawLaws; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(li) Any the Liens under the Security Instrument shall for any reason not, Instruments cease to be perfected or cease to, create valid and perfected first-to be first priority Liens against the Collateral purportedly covered therebysubject to only Permitted Encumbrances; or
(mj) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occuroccurs.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided for herein and said default is not remedied within ten (10) days after the same is duefee or other sum payable under any Loan Document;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any obligation of its obligations, covenants or agreements contained in any of the Borrower under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Agent or actual knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence Indebtedness in excess of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, $100,000 and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is a condition precedent to the right of the Borrower to obtain a Loan or for the issuance of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it their or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An a final non-appealable order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it their or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof90 days;
(h) The the levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, but only where such action or proceeding is not being contested by Borrower in good faith;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, or (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason (other than the Agent's or the Lender's fault or negligence) not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination by the Bank that Borrower shall suffer a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreasedChange in Control; or
(n) The dissolution or loss the occurrence of legal existence a Material Adverse Effect and the same shall remain unremedied for in excess of 30 days after notice given by the Borrower;
(o) A Change in Management of the Borrower shall occurAgent.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided for herein and said default is not remedied within ten (10) days after the same is duefee or other sum payable under any Loan Document;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the a Borrower in the due observance or performance of any of (i) its obligations, covenants or agreements contained in Article VI and Section 5.12, or (ii) any other obligations or covenants set forth in any Loan Document which is not covered by clause (i) of this Section 7.1(b) or any other provision of this Section 7.1 if such default shall remained unremedied for 30 days after the Loan Documentsoccurrence of such default;
(dc) Any any representation or warranty made by the a Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent and/or the Lenders in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ei) Default shall be made failure to pay any principal of or premium or interest on its Indebtedness which is outstanding in a principal amount of at least $500,000 individually or when aggregated with all such Indebtedness of the Borrowers or their Subsidiaries so in default (but excluding Indebtedness evidenced by the Borrower Notes) when the same becomes due and payable (as principal whether by scheduled maturity, required prepayment, acceleration, demand or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingotherwise), and such default failure shall remain unremedied beyond continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to Indebtedness which is outstanding in a principal amount of at least $500,000 individually or when aggregated with respect thereto all such Indebtedness of the Borrowers and their Subsidiaries so in default, and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or (iii) any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof;
(e) a Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is a condition precedent to the right of such Borrower to obtain a Loan or for the issuance, extension, or increase of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The a Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part any of its assetsSubsidiaries shall generally not pay its debts as such debts become due, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borroweror shall admit in writing its inability to pay its debts generally, (iii) or shall make a general assignment for the benefit of creditors, (iv) ; or any proceeding shall be unableinstituted by or against a Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or insolvent, or admit in writing its inabilityseeking liquidation, to pay winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts generally as they become dueunder any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or (v) file seeking the entry of an answer admitting order for relief or the material allegations appointment of a petition filed receiver, trustee or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it a Borrower or any of its Subsidiaries, either such proceeding shall remain undismissed for a period of 60 days or any of the actions sought in such proceeding shall occur; or a Borrower or any Insolvency Proceedingof its Subsidiaries shall take any corporate or limited liability company action to authorize any of the actions set forth above in this Section 7.1(f);
(g) An orderany judgment, judgment decree or decree order for the payment of money shall be entered rendered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due of its Subsidiaries in an amount in excess of $100,000 500,000 if rendered solely against a Borrower or any of its Subsidiaries, or for which is not otherwise covered a Borrower's or any such Subsidiary's allocated portion of which exceeds $500,000 and either (i) such judgment, decree or order remains unsatisfied and in effect for a period of 30 consecutive days or more without being vacated, discharged, satisfied or stayed or bonded pending appeal or (ii) enforcement proceedings shall have been commenced by insurance for 100% of the judgment in excess of $100,000 and any creditor upon such judgment, decree or order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(jh) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the a Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the a Borrower subject to a lien Lien in favor of the Bank Agent for the benefit of the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, but only where such action or proceeding is not being contested by such Borrower in good faith;
(ki) The a Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its their Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, or (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lj) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against an Acceptable Security Interest in the Collateral purportedly covered thereby;
(k) a Borrower shall suffer a Change in Control; or
(ml) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurAgent.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when within two (2) days after such payment was due of any installment of principal or interest under (including, without limitation, any mandatory prepayment payable pursuant to Section 2.06 of this Agreement, ) on the Note, Note or any Fee provided for herein and said default is not remedied within ten (10) days after other monetary obligation payable hereunder when due, including, without limitation, any fee due to the same is dueBank hereunder;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Note or the Security Instruments and such default continues for more than thirty (30) days after the earlier of:
(i) Borrower having knowledge thereof, or
(ii) Borrower receiving written notice thereof from the Bank;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Note or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, ; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the Borrowermaterial Indebtedness;
(f) The Borrower shall (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereofof its entry;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcythe Bankruptcy, fraudulent conveyance or similar Law; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(mi) The good faith determination by the Bank that a Material Adverse Effect has occurred Liens under the Security Instruments cease to be perfected or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurcease to be first priority Liens subject to only Permitted Encumbrances.
Appears in 1 contract
Sources: Credit Agreement (Tengasco Inc)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayment payable pursuant to Section 2.04 and Section 2.05 of this Agreement, ) on the Note, or any Fee provided fees or other monetary obligation payable hereunder, and such default shall remain unremedied in excess of three (3) days after notice given by the Bank,
(b) Default shall be made by the Borrower or any Guarantor in the due observance or performance of any affirmative covenant required in this Agreement, the Note or the Collateral Documents and such default shall remain unremedied for herein and said default is not remedied within ten in excess of thirty (1030) days after the same earlier of: (i) such default becoming known to the Borrower, or (ii) notice given by the Bank. Provided, however, that if the Borrower has timely commenced and is due;
(b) An Event diligently pursuing a course of Default as defined action to cure such default, the Bank shall allow additional time for the Borrower to cure such default if the Bank in its sole, reasonable discretion determines that such a cure is likely to result within a period that will protect the Bank from any Loan Document shall have occurredmaterial adverse effect on its rights hereunder or under any Collateral Document;
(c) Default shall be made by the Borrower or any Guarantor in the due observance or performance of any negative covenant required in this Agreement, the Note or the Collateral Documents and such default shall remain unremedied for in excess of ten (10) days after the earlier of: (i) such default becoming known to the Borrower, or (ii) notice given by Bank. Provided, however, that if the Borrower has timely commenced and is diligently pursuing a course of action to cure such default, the Bank shall allow additional time for the Borrower to cure such default if the Bank in its obligations, covenants sole reasonable discretion determines such a cure is likely to result within a period that will protect the Bank from any material adverse effect on its rights hereunder or agreements contained in under any of the Loan DocumentsCollateral Document;
(d) Any representation or warranty herein made by the Borrower in or any of the Loan Documents Guarantor proves to have been untrue in any respect material respect to the Borrower or any Guarantor, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower or any Guarantor to the Bank in connection herewith proves to have been untrue in any respect material respect to the Borrower or any Guarantor as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower or any Subsidiary (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, the Note or any other note or other evidence of indebtedness Indebtedness for borrowed money, or under any of the Collateral Documents, or any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond the applicable grace period, if any, with respect thereto and such default is not being contested in good faith by the Borrower;,
(f) The Borrower shall (i) apply or any Guarantor applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the Borrower or any Guarantor by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereof;of its entry; or
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) Guarantor has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Lawlaw; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Loan Agreement (Saba Petroleum Co)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement) on the Notes, the Note, any LC Fee or any Fee provided for herein and said default is not remedied other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within ten five (105) days after such payment was due, or in the payment of any Reimbursement Obligation within one Business Day after the same is becomes due;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Notes, the Facility LC Applications or the Security Instruments and such default continues for more than thirty (30) days after the
(i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof from the Administrative Agent;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Notes, the Facility LC Applications or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any respect material respect to the Borrower, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank Administrative Agent in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if of any, with respect thereto and such default is not being contested in good faith by the Borrower;thereto.
(f) The Borrower shall (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 thirty (30) days after the issuance and entry thereofof its entry;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar LawLaws; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(mi) The good faith determination by the Bank that a Material Adverse Effect has occurred Liens under the Security Instruments cease to be perfected or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurcease to be first priority Liens subject to only Permitted Encumbrances.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used herein:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this AgreementAgreement or the Note or in the payment when due of any Commitment Fee, the NoteEngineering Fee, Facility Fee, or any Letter of Credit Fee provided and such default shall continue for herein and said default is not remedied within ten (10) days after the same is duea period in excess of 2 days;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the either Borrower in the due observance or performance of any of its obligations, covenants obligations or agreements contained in any of the Loan Documents, except those contained in Sections 5.2, 5.3, 5.4 and 6.5(b) and (c) of this Agreement;
(d) Any default shall be made by either Borrower in the due observance or performance of (i) Sections 5.2, 5.3 and 6.5(b) and (c), and such default shall continue for a period in excess of ten days, or (ii) Section 5.4, and such default shall continue for a period in excess of thirty days;
(e) any representation or warranty made by the either Borrower in any of the Loan Documents Documents, including, without limitation, in a Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default default shall be made by the either Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowershall have a Material Adverse Effect;
(fg) The the Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrowers to obtain an Advance or the issuance of a Letter of Credit, and such inability shall continue for a period in excess of 30 days;
(h) either Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gi) An an order, judgment or decree shall be entered against the either Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(hj) The the levy against any significant portion of the Mortgaged Property or other Property of the Borrower either Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 60 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ik) A a final and non-appealable order, judgment or decree shall be entered against the either Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
; (jl) Any charges are filed any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrowers or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other action event or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence condition shall occur or exist with respect to a Plan and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which such events or conditions referred to in this Section 7.1(l) could be subject the forfeiture Borrowers or transfer of any material Property Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Borrower subject to a lien Code), penalty or other liabilities which taken in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall aggregate would have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value and any such circumstance shall exist for in excess of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower60 days;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Credit Agreement (Alamco Inc)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(ai) Default default shall be made in any payment of principal when due under this Agreement or the Notes at Final Maturity or pursuant to Section 2.13, or (ii) in the event of a default in the payment by Borrower when due of any installment other sums, including, without limitation, interest, payable under any Loan Document other than as set forth under clause (i) hereof, such failure shall continue unremedied for a period of principal or interest under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten five (105) days after the same is duedays;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the any Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan DocumentsDocuments other than as described in Section 7.1(a) and such default shall not have been remedied within 30 days after the earlier of (i) receipt of written notice thereof by the Borrowers from the Agent, or (ii) any Borrower having or obtaining knowledge thereof;
(dc) Any any representation or warranty made by the any Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified or deemed stated or certified provided, however, Borrowers' representations and warranties as to title and environmental matters shall not be deemed to be untrue in any respect during any period in which Borrowers are pursuing rights or remedies pursuant to Sections 9.1, 9.2, 10.3 or 10.6 of the Stock Purchase Agreement;
(ed) Default default(s) shall be made by the any Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, guaranty or other evidence of indebtedness Debt or under any credit agreement, loan agreement, indenture, promissory note note, including without limitation, the Affiliate Credit Agreement, or similar agreement or instrument executed in connection with any of the foregoingforegoing in an aggregate amount equal to or exceeding $2,500,000, and such default default(s) shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto, if the effect of such failure is that such Debt shall have become immediately due and such default payable in full or is not being contested subject to becoming immediately due and payable in good faith by the Borrowerfull;
(fe) The any Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(hg) The the levy against any significant portion of the Property of the Borrower any Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed dismissed, discharged or discharged bonded within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the any Borrower for money damages and/or Indebtedness due in an aggregate amount in excess of $100,000 2,500,000 and which is not otherwise covered by independent third-party insurance for 100% of as to which the judgment in excess of $100,000 insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed fifteen (15) days before the date on which execution thereof stayed within 30 dayson any Property of such Borrower may be issued;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the any Borrower or any Affiliate under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 ss.1961 et seq. .), the result of which could reasonably be expected to be the forfeiture or transfer of any material Property of the such Borrower or any Affiliate subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kj) The Borrower any Borrower, or any Affiliate shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them;
(k) any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (ii) made as defined in Section 302 of ERISA), whether or suffered a transfer of not waived, shall exist with respect to any of its Property Plan for which may an excise tax is due or would be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for due in the benefit absence of a creditor at waiver; a time when other creditorsReportable Event shall occur with respect to, similarly situated or proceedings shall commence to have not been paid with a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the intent reasonable opinion of the Agent, likely to hinderresult in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; any Borrower, delay or defraud its creditors or any Commonly Controlled Entity shall incur, or in the reasonable opinion of themthe Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(k) could reasonably be expected to subject such Borrower or any Commonly Controlled Entity to any tax (iv) other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any exist for in excess of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereofdays;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.subject to Section 2.13
Appears in 1 contract
Sources: Credit Agreement (KCS Energy Inc)
Enumeration of Events of Default. Any of the following events shall -------------------------------- constitute an Event of Default as that term is used herein:
(a) Default there shall be made in the payment by Borrower not have been paid within ten (10) days from when due of any installment of principal or interest under this Agreement, the Note, Note or any Fee fees provided for herein and said default is not remedied within ten (10) days after the same is dueherein;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan DocumentsDocuments and such default could be expected to have a Material Adverse Effect;
(d) Any any representation or warranty made by the Borrower in any of the Loan Documents Documents, including, without limitation, in a Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect;
(e) Default default pursuant to the terms of Borrower's loan with MidFirst or any loan document discussed therein;
(f) default shall be made by the Borrower or any Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested Contested in good faith Good Faith by the Borrower;
(f) The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to would have a Material Adverse Effect;
(i) A final . For the purposes hereof, the occurrence of a "Default" or "Event of Default" under that certain Credit Agreement between Borrower as MidFirst and non-appealable order, judgment or decree shall be entered against in the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 Promissory Note and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence "Loan Document" executed in conjunction therewith shall constitute a Default hereunder and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject considered to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the BorrowerEffect;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of on any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due on any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree Business Days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Agent or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness, including, without limitation, any Subordinated Debt, or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The either the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby;
(m) the Borrower shall cease to be owned by its shareholders existing as of the Closing Date;
(n) the occurrence of a Material Adverse Effect and the same shall remain unremedied for in excess of 60 days after notice given by the Agent; or
(mo) The good faith determination breach by the Bank that a Material Adverse Effect has occurred Borrower of any Subordination Agreement or will occur default by the Borrower in the payment or that performance of any agreement or instrument evidencing the value Subordinated Debt or executed in connection therewith, and such breach or default shall remain unremedied for in excess of the Collateral hasperiod of grace, or will beif any, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurwith respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Primeenergy Corp)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided for herein and said default is not remedied within ten (10) days after the same is duefee or other sum payable under any Loan Document;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower, provided, however, that if with respect to a Default under the Security Instruments, it is not reasonable to remedy such Default within 30 days, but such Default is of a nature that can be remedied, then such time shall be extended to a period of 60 days, if and only if the Borrower or the Guarantors, as the case may be, promptly commence the remedying of such Default and diligently continue such process until the Default has been remedied;
(dc) Any any representation or warranty made by the Borrower or the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedMaterial respect;
(ed) Default default shall be made by the Borrower or the Guarantors (as principal or guarantor or other surety) in the payment or performance of the Indenture or any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, provided that the aggregate principal amount of the Indebtedness which is the subject of such Default exceeds $2,500,000, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the entry of a decree or order by a court having jurisdiction in the premises (a) for relief in respect of any Borrower or any Restricted Subsidiary in an involuntary case or proceeding under the Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law, or (b) adjudging any Borrower or any Restricted Subsidiary bankrupt or insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of any Borrower or an Restricted Subsidiary under the Federal Bankruptcy Code or any applicable federal or state law, or appointing under any such law a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of any Borrower or any Restricted Subsidiary or of a substantial part of its consolidated assets, or ordering the winding up or liquidation of its affairs, and the continuance of any such default is not being contested decree or order for relief or any such other decree or order unstayed and in good faith by the Borrowereffect for a period of 60 consecutive days;
(f) The the commencement by any Borrower shall (i) apply or any Restricted Subsidiary of a voluntary case or proceeding under the Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by any Borrower or any Restricted Subsidiary to the entry of a decree or order for relief in respect thereof in an involuntary case or proceeding under the Federal Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by any Borrower or any Restricted Subsidiary of a petition or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it under any such law to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or liquidator sequestrator (or other similar official) of it any Borrower or all and Restricted Subsidiary or a of any substantial part of its consolidated assets, (ii) file a voluntary petition commencing or the making by it of an Insolvency Proceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unablecreditors under any such law, or admit the admission by it in writing of its inability, inability to pay its debts generally as they become due, due or (v) file an answer admitting the material allegations taking of a petition filed against it corporate action by any Borrower or any Restricted Subsidiary in furtherance of any Insolvency Proceedingsuch action;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion $2,500,000 of the Property of the Borrower or the Guarantors, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or the Guarantors for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 2,500,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(ji) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower under or the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower Guarantors shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;; or
(lj) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
thereby (m) The good faith determination by subject to Permitted Liens), except due to the Bank that a Material Adverse Effect has occurred action or will occur or that the value inaction of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurLender.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of three (103) days Business Days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower in the due observance or performance of any affirmative covenant required in this Agreement, the Note, or any Security Instrument, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note, or any Security Instruments.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $1,000,000.00 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas, England or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas, England or any other jurisdiction;
(gh) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas, England or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectits entry;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may are or would be fraudulent under any bankruptcy, fraudulent conveyance or similar Lawlaw; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(ai) Default default shall be made in any payment of principal when due under this Agreement or the Notes on the Stated Maturity Date or (ii) default shall be made in the payment by Borrower when due of any installment other sums, including, without limitation, interest, payable under any Loan Document other than as set forth under clause (i) hereof and such failure shall continue unremedied for a period of principal or interest under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten (10) days after the same is duefive days;
(b) An Event default shall be made in the due observance or performance of Default as defined in any Loan Document shall have occurredobligation under Section 8.9, 8.15, 8.18, or 8.19 of this Agreement;
(c) Default default shall be made by the Borrower or a Subsidiary Guarantor in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan DocumentsDocuments other than as described in Section 9.1(a) or 9.1(b) and such default shall not have been remedied within thirty days after the earlier of (i) receipt of written notice thereof by the Borrower from the Agent, or (ii) any Borrower or Subsidiary Guarantor having or obtaining knowledge thereof;
(d) Any any representation or warranty made by the any Borrower or any Subsidiary Guarantor in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(e) Default default(s) shall be made by the Borrower or any Subsidiary Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note Indebtedness in an aggregate amount equal to or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingexceeding $5.0 million, and such default default(s) shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and if the effect of such default is not being contested in good faith by that such Indebtedness becomes, or if such default permits the Borrowerholder of such Indebtedness to declare it to be, immediately due and payable;
(f) The the Borrower or any Subsidiary Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower or any Subsidiary Guarantor by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding Proceeding, or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower or any Subsidiary Guarantor or the execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding proceeding, in each case involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed dismissed, discharged or discharged bonded within 30 thirty days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or any Subsidiary Guarantor for money damages and/or Indebtedness due in an aggregate amount in excess of $100,000 5.0 million and which is not otherwise covered by independent third-party insurance for 100% of as to which the judgment in excess of $100,000 insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed at least fifteen days before the date on which execution thereof stayed within 30 dayson any Property of the Borrower or Subsidiary Guarantor may be issued;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any Subsidiary Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. .), the result of which could reasonably be expected to be the forfeiture or transfer of any material Property of the Borrower or a Subsidiary Guarantor subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower or any Subsidiary Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any material part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any of the following events shall occur with respect to any Pension Plan:
(a) the institution of any steps by the Borrower, any member of its Controlled Group or any other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any such member would be required to make a contribution to such Pension Plan, or could reasonably expect to incur a liability or obligation to such Pension Plan, in each case in excess of $1.0 million; or (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under section 302(f) of ERISA.
(m) any Security Instrument shall for any reason not, or shall cease to, create valid and perfected first-priority Liens (or, in the case of the Properties subject to the Production Payment 2001 Facility, a second priority Lien behind the Production Payment 2001 Lien) against the Collateral purportedly covered thereby; or
(m) The good faith determination , subject to Permitted Liens and Liens permitted under Section 8.3, and which Collateral has a value greater than $1.0 million in the aggregate for all such Collateral, unless the Borrower has provided the Collateral Agent, within thirty days, with additional Collateral having at least an equivalent value to the Collateral affected by such failure as determined by the Bank that a Material Adverse Effect has occurred or will occur or that Required Lenders and otherwise reasonably satisfactory to the value of the Collateral has, or will be, materially decreasedRequired Lenders; orand
(n) The dissolution the Borrower or loss any of legal existence its Subsidiaries shall (i) fail to deliver all of the Borrower;
Scheduled Amounts (oas defined in the Production Payment 2001 Facility) A Change for any two consecutive months or shall owe Monthly Adjustment Amounts (as defined in Management the Production Payment 2001 Facility) for any period of more than four months or (ii) otherwise breach any term or condition of the Borrower shall occurProduction Payment 2001 Facility if the effect of such breach could reasonably be expected to give any other party thereto the right to exercise its rights with respect to the Production Payment 2001 Lien.
Appears in 1 contract
Sources: Credit Agreement (KCS Energy Inc)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(ai) Default default shall be made in any payment of principal when due under this Agreement or the Notes at Final Maturity or pursuant to Section 2.12, or (ii) in the event of a default in the payment when due of any other sums payable under any Loan Document other than as set forth under clause (i) hereof, such failure shall continue unremedied for a period of five (5) days;
(b) default shall be made in the payment by Borrower when due observance or performance of any installment obligation under Sections 5.4 or 5.5 of principal or interest under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten (10) days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurredGuaranty;
(c) Default default shall be made by any Borrower or the Borrower Guarantor in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan DocumentsDocuments other than as described in Section 7.1(a) or 7.1(b) and such default shall not have been remedied within 30 days after the earlier of (i) receipt of written notice thereof by the Borrowers from the Agent, or (ii) any Borrower or the Guarantor having or obtaining knowledge thereof;
(d) Any any representation or warranty made by any Borrower or the Borrower Guarantor in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified or deemed stated or certified;
(e) Default default(s) shall be made by any Borrower or the Borrower Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Debt or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoingforegoing in an aggregate amount equal to or exceeding $2,500,000, and such default default(s) shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto, if the effect of such failure is that such Debt shall have become immediately due and such default payable in full or is not being contested subject to becoming immediately due and payable in good faith by the Borrowerfull;
(f) The any Borrower or the Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against any Borrower or the Borrower Guarantor by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of any Borrower or the Borrower Guarantor, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed dismissed, discharged or discharged bonded within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against any Borrower or the Borrower Guarantor for money damages and/or Indebtedness due in an aggregate amount in excess of $100,000 2,500,000 and which is not otherwise covered by independent third-party insurance for 100% of as to which the judgment in excess of $100,000 insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against any Borrower or the Borrower Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 ss.1961 et seq. .), the result of which could reasonably be expected to be the forfeiture or transfer of any material Property of such Borrower or the Borrower Guarantor subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The any Borrower or the Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower, the Guarantor or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(l) could reasonably be expected to subject the Borrower, the Guarantor or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days;
(m) any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby, subject to Permitted Liens, and which Collateral has a value greater than $100,000, unless the Borrowers have provided the Agent, within 30 days following written notice to the Borrowers from the Agent, with additional Collateral having at least an equivalent value and otherwise reasonably satisfactory to the Required Lenders; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; orand
(n) The dissolution or loss of legal existence the Guarantor shall cease to own all of the Borrower;
(o) A Change in Management outstanding capital stock of any class issued by KRI, KCS Pipeline and KCS Michigan; or Proliq, Inc. shall cease to own all of the Borrower shall occuroutstanding capital stock of any class issued by KCS Marketing.
Appears in 1 contract
Sources: Credit Agreement (KCS Energy Inc)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement) on the Notes, the Note, any LC Fee or any Fee provided for herein and said default is not remedied other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within ten five (105) days after such payment was due, or in the payment of any Reimbursement Obligation within one Business Day after the same is becomes due;
(b) An Event Default shall be made by the Borrower or any Guarantor in the due observance or performance of Default as defined any affirmative covenant required in this Agreement, the Notes, the Guaranty, the Facility LC Applications or the Security Instruments or any other Loan Document shall have occurredDocuments and such default continues for more than thirty (30) days after the earlier of: (i) any Responsible Officer of Borrower or any Guarantor having knowledge thereof, or (ii) Borrower or Guarantor receiving written notice thereof from the Administrative Agent;
(c) Default shall be made by the Borrower or any Guarantor in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Notes, the Guaranty, the Facility LC Applications or agreements contained in the Security Instruments or any of the other Loan Documents;
(d) Any representation or warranty made herein by the Borrower or made in any of the Loan Documents Guaranty by either Guarantor proves to have been untrue in any respect material respect to the Borrower or such Guarantor, respectively, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower or any Guarantor to the Bank Administrative Agent in connection herewith proves to have been untrue in any respect material respect to the Borrower or the Guarantor, respectively, as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond the applicable grace period, if any, with respect thereto and such default is not being contested in good faith by the Borrower;
(f) The Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(ai) Default default shall be made in any payment of principal when due under this Agreement or the Notes at Final Maturity or pursuant to Section 2.13, or (ii) in the event of a default in the payment by Borrower when due of any installment other sums, including, without limitation, interest, payable under any Loan Document other than as set forth under clause (i) hereof, such failure shall continue unremedied for a period of principal or interest under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten five (105) days after the same is duedays;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the any Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan DocumentsDocuments other than as described in Section 7.1(a) and such default shall not have been remedied within 30 days after the earlier of (i) receipt of written notice thereof by the Borrowers from the Agent, or (ii) any Borrower having or obtaining knowledge thereof;
(dc) Any any representation or warranty made by the any Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein 63 69 set forth were stated or certifiedcertified or deemed stated or certified provided, however, Borrowers' representations and warranties as to title and environmental matters shall not be deemed to be untrue in any respect during any period in which Borrowers are pursuing rights or remedies pursuant to Sections 9.1, 9.2, 10.3 or 10.6 of the Stock Purchase Agreement;
(ed) Default default(s) shall be made by the any Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, guaranty or other evidence of indebtedness Debt or under any credit agreement, loan agreement, indenture, promissory note note, including without limitation, the Affiliate Credit Agreement, or similar agreement or instrument executed in connection with any of the foregoingforegoing in an aggregate amount equal to or exceeding $2,500,000, and such default default(s) shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto, if the effect of such failure is that such Debt shall have become immediately due and such default payable in full or is not being contested subject to becoming immediately due and payable in good faith by the Borrowerfull;
(fe) The any Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inabilityinability to pay, to pay or generally not be paying, its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(hg) The the levy against any significant portion of the Property of the Borrower any Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding involving an amount which, if paid, would have a Material Adverse Effect and which is not permanently dismissed dismissed, discharged or discharged bonded within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the any Borrower for money damages and/or Indebtedness due in an aggregate amount in excess of $100,000 2,500,000 and which is not otherwise covered by independent third-party insurance for 100% of as to which the judgment in excess of $100,000 insurer does not dispute coverage, and such order, judgment judgment, or decree shall not be paid, dismissed or stayed fifteen (15) days before the date on which execution thereof stayed within 30 dayson any Property of such Borrower may be issued;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the any Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.Corrupt
Appears in 1 contract
Sources: Credit Agreement (KCS Energy Inc)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by any Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayment payable pursuant to Section 2.06 of this Agreement, ) on the Note, Note or any Fee provided for herein and said default is not remedied within ten (10) days after other monetary obligation payable hereunder when due, including, without limitation, any fee due to the same is dueBank hereunder;
(b) An Event Default shall be made by any Borrower in the due observance or performance of Default as defined any affirmative covenant required in this Agreement, the Note or the Security Instruments and such default continues for more than thirty (30) days after the Table of Contents earlier of: (i) any Loan Document Borrower having knowledge thereof, or (ii) any Borrower receiving written notice thereof from the Bank, provided that, such thirty (30) day grace period shall have occurrednot apply to a default under Section 5.36;
(c) Default shall be made by the any Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Note or agreements contained in the Security Instruments and such default continues for more than five (5) days after the earlier of: (i) any of Borrower having knowledge thereof, or (ii) any Borrower receiving written notice thereof from the Loan DocumentsBank, provided that, such five (5) day grace period shall not apply to a default under Sections 6.04, 6.06, 6.07, 6.15, or 6.16;
(d) Any representation or warranty herein made by the any Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by any Borrower to the Bank in connection herewith proves to have been untrue in any respect material respect to any Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the any Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in express of $50,000 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the Borrowermaterial Indebtedness;
(f) The Any Borrower shall (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor’s relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor’s relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor’s relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereof;of its entry; Table of Contents
(h) The levy against any significant portion of the Property of the Any Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcythe Bankruptcy, fraudulent conveyance or similar Law; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(li) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered therebyLoan Document ceases to be enforceable; or
(mj) The good faith determination by Any Liens under the Bank that Security Instruments ceases to be perfected or ceases to be a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurfirst priority Lien subject to only Permitted Encumbrances.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of five (105) days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower in the due observance or performance of any affirmative covenant required in this Agreement, the Note, or any Security Instrument, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note, or any Security Instruments.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $25,000 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction;
(gh) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectits entry;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Lawlaw; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Sources: Revolving Credit Agreement (Midland Resources Inc /Tx/)
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Credit Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or the Guarantor in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by a Responsible Officer of the Borrower;
(dc) Any any representation or warranty made by the Borrower or the Guarantor in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or the Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(fe) The the Borrower or the Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against either the Borrower or the Guarantor by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereofdays;
(hg) The the levy against any significant portion of the Property of the Borrower or the Guarantor, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or the Guarantor for money damages and/or Indebtedness due (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower or the Guarantor under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 (S)1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kj) The either the Borrower or the Guarantor shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lk) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens subject to Permitted Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 100,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurLender.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal under this Agreement or the Notes or (ii) in the payment when due of any installment interest, fee or other sum payable under any Loan Document and such default shall remain unremedied in excess of principal or interest under this Agreement, the Note, or any Fee provided for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or any of the Guarantors in the due observance or performance of any of its obligations, covenants or agreements contained in any of under the Loan Documents, and, as to compliance with the obligations, covenants or agreements under Article V (other than Section 5.5 and Section 5.14), such default shall continue for 30 days after the earlier of notice thereof by the Agent or knowledge thereof by the Borrower or the relevant Guarantors, as the case may be;
(dc) Any any representation or warranty made by or on behalf of the Borrower or any of the Guarantors in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or any of the Guarantors (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence Indebtedness in excess of indebtedness $500,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and or there shall occur any event or condition in respect of any such default Indebtedness which would allow the holders thereof to require such Indebtedness to be repaid, repurchased or redeemed;
(e) the levy against any significant portion of the Property of the Borrower or any of the Guarantors of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $500,000 which is not being contested in good faith by permanently dismissed or discharged within 60 days after the Borrowerlevy;
(f) The the Borrower or any of the Guarantors shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment or decree shall be entered against the Borrower or any of the Guarantors by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower or any of the Guarantors for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days60 days or is not fully covered by insurance;
(ji) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower or any of the Guarantors under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower or any of the Guarantors subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(kj) The the Borrower or any of the Guarantors shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(lk) Any any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Collateral purportedly covered thereby; or, except to the extent permitted by this Agreement or cured or corrected on or before the tenth day after notice thereof to the Borrower or the Borrower otherwise becoming aware thereof;
(l) a Change in Control shall occur;
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that Borrower shall cease to be the value sole shareholder of each of the Collateral has, or will be, materially decreased; orSubsidiary Guarantors;
(n) The dissolution the Borrower or loss of legal existence any of the BorrowerGuarantors contests in any manner the validity or enforceability of any provision of any Loan Document, or denies that it has any liability under any Loan Document;
(o) A Change in Management the Borrower or any of the Borrower Guarantors purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or
(p) a Material Adverse Effect shall occur.
Appears in 1 contract
Sources: Credit Agreement (Primeenergy Corp)
Enumeration of Events of Default. Any of the following events shall -------------------------------- constitute an Event of Default as that term is used herein:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or any Fee provided for herein and said default is not remedied within ten (10) days after the same is dueCommitment Fee;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan DocumentsDocuments and such default could be expected to have a Material Adverse Effect;
(d) Any any representation or warranty made by the Borrower in any of the Loan Documents Documents, including, without limitation, in a Notice of Borrowing, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Banks in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect;
(e) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, lease or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument for borrowed money executed in connection with any of the foregoingforegoing including, but not limited to, those certain 7.68% Series A Senior Notes due September 15, 2006, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrower;
(f) The the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Section 3.2, unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrower to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days;
(g) the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrower, or (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gh) An an order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(hi) The the levy against any significant portion of the Property (valued in excess of $1,000,000.00) of the Borrower Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(ij) A a final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 1,000,000.00 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(jk) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the a Material Effect occurs as a result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without following: (i) satisfaction any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or provision not waived, shall exist with respect to any Plan for satisfaction which an excise tax is due or would be due in the absence of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of thema waiver; (ii) made a Reportable Event shall occur with respect to, or suffered proceedings shall commence to have a transfer trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of any proceedings or appointment of its Property which may be fraudulent under any bankruptcya trustee is, fraudulent conveyance or similar Lawin the reasonable opinion of the Bank, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iii) made any transfer Single Employer Plan shall terminate for purposes of its Property to or for the benefit Title IV of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of themERISA; or (iv) the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Bank, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and (v) or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 8.01(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have suffered or permitted, while insolvent, a Material Adverse Effect and any creditor to obtain a Lien upon any such circumstance shall exist for in excess of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereofdays;
(l) Any Security Instrument the Borrower shall for any reason not, or cease to, create valid and perfected first-priority Liens against have failed to cure within 180 days its failure to comply with the Collateral purportedly covered thereby; orInventory Turnover Ratio described in Section 6.4 herein.
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that the value Change of the Collateral has, or will be, materially decreased; orControl.
(n) The the dissolution or the permanent loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurany Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Cmi Corp)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of three (103) days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower or Guarantor in the due observance or performance of any affirmative covenant required in this Agreement, the Note, the Security Instruments, or the Guaranty, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower or Guarantor in the due observance or performance of any negative covenant required in this Agreement, the Note, the Security Instruments, or the Guaranty.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any respect material respect to Borrower or Guarantor, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower or Guarantor to the Bank in connection herewith proves to have been untrue in any respect material respect to Borrower or Guarantor as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower or Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $25,000 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply or Guarantor applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, (iii) make a general assignment for the benefit of creditorsseeking liquidation, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts rearrangement or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer taking advantage of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.,
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree Business Days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article , the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 750,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 ss.1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 60 days from the date thereof;
(l) Any except for Permitted Liens, any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurLender.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used herein:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, the Note, Note or any Fee provided for herein and said such default is not remedied cured to reasonable satisfaction of Lender within ten (10) 10 days after either Borrower's receipt of written notification from Lender of the same is dueoccurrence of such Event of Default;
(b) An an Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the either Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of the Loan DocumentsDocuments and such default could be expected to have a Material Adverse Effect;
(d) Any any representation or warranty made by the either Borrower or Guarantor in any of the Loan Documents Documents, including, without limitation, in a Request for Advance, proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certifiedcertified and such misrepresentation or breach of warranty could reasonably be expected to have a Material Adverse Effect;
(e) Default default shall be made by the either Borrower or any Guarantor (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond far in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the BorrowerBorrowers;
(f) The the Borrowers shall be unable to satisfy any condition or cure any circumstance specified in Article IV, unless the failure to so satisfy would not have a Material Adverse Effect, the satisfaction or curing of which is precedent to the right of the Borrowers to receive an Advance hereunder, and such inability shall continue for a period in excess of 30 days;
(g) Either Borrower shall (i) apply for or consent to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning Borrowereither Borrower or Guarantor, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gh) An an order, judgment or decree shall be entered against the any Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(hi) The the levy against any significant portion of the Property of the Borrower any Borrower, or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(ij) A a final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 250,000.00 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(jk) Any any Person shall engage in any Prohibited Transaction involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multi-Employer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 9.1(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days;
(l) any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the either Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § SS 1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien, or (iii) the Borrowers paying to the Lender the amount of the resultant decrease in the Borrowing Base, as a result thereof;
(km) The Either Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(ln) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; orthereby and such occurrence would have a Material Adverse Effect;
(mo) The the good faith determination by the Bank Lender that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(np) The the dissolution or loss of legal existence of the Borrower;Guarantor.
(oq) A Change any material and adverse change in Management of the Borrower shall occureither Borrower's financial condition.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Agent or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The either the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of 500,000, except as disclosed on the judgment Closing Date in excess of $100,000 Exhibit V and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination by the Bank that a Material Adverse Effect Change-in-Control has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; oroccurred;
(n) The dissolution or loss There occurs under any Swap Agreement an early Termination Date (as defined in such Swap Agreement) resulting from (i) any event of legal existence of the Borrower;
(o) A Change in Management of default under such Swap Agreement to which the Borrower shall occuror any Subsidiary is the Defaulting Party (as defined in such Swap Agreement), or (ii) any Termination Event (as so defined) under such Swap Agreement as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof constitutes Indebtedness.”
Appears in 1 contract
Sources: Credit Agreement (Primeenergy Corp)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement) on the Notes, the Note, any LC Fee or any Fee provided for herein and said default is not remedied other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, including without limitation, any other fee due to Administrative Agent, LC Issuer or any Bank hereunder within ten five (105) days after such payment was due, or in the payment of any Reimbursement Obligation within one Business Day after the same is becomes due;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Notes, the Facility LC Applications or the Security Instruments and such default continues for more than thirty (30) days after the earlier of: (i) Borrower having knowledge thereof, or (ii) Borrower receiving written notice thereof from the Administrative Agent;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Notes, the Facility LC Applications or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any respect material respect to the Borrower, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank Administrative Agent in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if of any, with respect thereto and such default is not being contested in good faith by the Borrower;thereto.
(f) The Borrower shall (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition 55 commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 thirty (30) days after the issuance and entry thereofof its entry;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar LawLaws; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(li) Any the Liens under the Security Instrument shall for any reason not, Instruments cease to be perfected or cease to, create valid and perfected first-to be first priority Liens against the Collateral purportedly covered therebysubject to only Permitted Encumbrances; or
(mj) The good faith determination by the Bank that Borrower has defaulted in its obligations under any Transaction Document and any other party to such Transaction Document under which a Material Adverse Effect default has occurred initiates any action to pursue its remedies resulting from such default or will occur or that the value gives notice of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurits intent to do so.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of (i) any installment of principal or interest under this AgreementAgreement or the Notes, (ii) in the Notepayment when due of any fee or other sum payable under any Loan Document, or (iii) any Fee provided for herein and said default is not remedied within ten (10) days after Indebtedness of the same is dueBorrower under any Commodity Hedge Agreement or Interest Rate Hedge Agreement permitted or required under applicable provisions of this Agreement;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of under the Loan Documents, and, as to compliance with the obligations, covenants or agreements under Article V (other than Section 5.13), such default shall continue for 30 days after the earlier of notice thereof by the Agent or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by or on behalf of the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence Indebtedness in excess of indebtedness $250,000 in the aggregate or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance, renewal or extension of a Letter of Credit, and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 60 days;
(f) The the levy against any significant portion of the Property of the Borrower of any execution, garnishment, attachment, sequestration or other writ or similar proceeding in an amount in excess of $250,000 which is not permanently dismissed or discharged within 90 days after the levy;
(g) the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditorscreditors of all or substantially all of its assets, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gh) An an order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect90 days;
(i) A a final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 250,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days90 days or is not fully covered by insurance;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower is found guilty of any offense under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § §1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent without (i) satisfaction or provision for satisfaction of such Lien, Lien or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be is fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law with intent to hinder, delay or defraud its creditors, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; creditors, or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 90 days from the date thereof;
(l) Any any Security Instrument Document shall for any reason not, or cease to, create valid and perfected first-first priority Liens (subject only to Permitted Liens) against the Collateral purportedly covered thereby, except to the extent permitted by this Agreement;
(m) 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 thereunder or satisfaction in full of all Obligations and termination of the Commitments and this Agreement, ceases to be in full force and effect;
(n) the Borrower purports to revoke, terminate or rescind any Loan Document or any provision of any Loan Document; or
(mo) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurEffect.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by the Borrower in the payment by Borrower when due of any installment of principal or interest under (including, without limitation, any mandatory prepayments payable pursuant to either Section 2.07 or 2.08 of this Agreement) on the Notes, the Noteany LC Fee or any other monetary obligation (other than Reimbursement Obligations) payable hereunder when due, or any Fee provided for herein and said default is not remedied other fee due to any Bank Party hereunder within ten five (105) days after such payment was due, or in the payment of any Reimbursement Obligation within one Business Day after the same is becomes due;
(b) An Event Default shall be made by the Borrower in the due observance or performance of Default as defined any affirmative covenant required in any Loan Document shall have occurredthis Agreement, the Notes, the Facility LC Applications or the Security Instruments and such default continues for more than thirty (30) days after the earlier of:
(i) Borrower having knowledge thereof, or
(ii) Borrower receiving written notice thereof from the Administrative Agent;
(c) Default shall be made by the Borrower in the due observance or performance of any of its obligationsnegative covenant required in this Agreement, covenants the Notes, the Facility LC Applications or agreements contained in any of the Loan DocumentsSecurity Instruments;
(d) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been be untrue in any respect material respect to the Borrower, provided that any such representation or warranty that either expressly or by its context necessarily relates only to a specific time need be true only as of such specific time, or any representation, statement (including Financial Statements), certificate or data furnished or made by the Borrower to the Bank Administrative Agent in connection herewith proves to have been untrue in any respect material respect to the Borrower as of the date the facts therein set forth were stated or certified;
(e) Default shall be made by the any Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoingforgoing, relating to any Indebtedness in an aggregate amount of One Million Dollars ($1,000,000.00) or more, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrower;thereto.
(f) The At a time when Borrower continues to be a Subsidiary of CRI, default shall be made by CRI under the CRI Credit Agreement, or default shall be made by CRI with respect to the Senior Subordinated Notes, and any such default shall remain unremedied for in excess of the period of grace, if any, with respect thereto.
(g) Borrower (i) apply discontinues its usual business or applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar Law of the United States the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction;
(gh) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar Law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 thirty (30) days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectits entry;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may would be fraudulent under any bankruptcy, characterized as a fraudulent conveyance under bankruptcy or similar LawLaws; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(lj) Any the Liens under the Security Instrument shall for any reason not, Instruments cease to be perfected or cease to, create valid and perfected first-to be first priority Liens against the Collateral purportedly covered therebysubject to only Permitted Encumbrances; or
(mk) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occuroccurs.
Appears in 1 contract
Sources: Term and Revolving Credit Agreement (Continental Resources Inc)
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of three (103) days Business Days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower in the due observance or performance of any affirmative covenant required in this Agreement, the Note, or any Security Instrument, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note, or any Security Instruments.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $1,000,000.00 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, seeking liquidation, reorganization or rearrangement or taking advantage of any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, or (iii) make makes a general assignment for the benefit of creditors, or (iv) be is unable, or admit admits in writing its inability, inability to pay its debts generally as they become due, or (v) file files an answer admitting the material allegations of a petition filed against it in any Insolvency Proceedingcase commenced under Title 11 of the United States Code or any reorganization, insolvency, conservatorship or similar proceeding under any bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction;
(gh) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in under Title 11 of the United States Code or under any Insolvency Proceeding bankruptcy, insolvency, debtor's relief or other similar law of the United States, the State of Texas or any other jurisdiction, approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets assets, and the failure to have such order, judgment or decree shall not be dismissed or stayed within 30 ten (10) days after the issuance and entry thereof;
(h) The levy against any significant portion of the Property of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectits entry;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) has concealed, removed or divertedremoved, or permitted to be concealed, removed concealed or divertedremoved, any part of its Propertyproperty, with intent to hinder, delay or defraud its creditors or any of them; (ii) or has made or suffered a transfer of any of its Property property which may are or would be fraudulent under any bankruptcy, fraudulent conveyance or similar Lawlaw; (iii) or has made any transfer of its Property property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of thempaid; or (iv) shall have has suffered or permitted, while insolvent, any creditor to obtain a Lien lien upon any of its Property property through legal proceedings or distraint which is not vacated within 30 thirty (30) days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this AgreementAgreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document and, with respect to the Notepayment of interest only, or any Fee provided such default shall continue for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or ▇▇▇▇▇▇▇▇-Louisiana in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, other than as described in Section 7.1(a), and with respect to default in the observance or performance of obligations under Article V and under Sections 6.9, 6.10 and 6.11, such default shall continue for 30 days after notice thereof to the Borrower by the Noteholder Agent;
(dc) Any any representation or warranty made by the Borrower or ▇▇▇▇▇▇▇▇-Louisiana in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Noteholder Agent in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower or ▇▇▇▇▇▇▇▇-Louisiana (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness exceeding $100,000 or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(fe) The the Borrower or ▇▇▇▇▇▇▇▇-Louisiana shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the Borrower or ▇▇▇▇▇▇▇▇-Louisiana by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereofdays;
(hg) The the levy against any significant portion of the Property of the Borrower or ▇▇▇▇▇▇▇▇-Louisiana, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower or ▇▇▇▇▇▇▇▇-Louisiana for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(ji) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower ▇▇▇▇▇▇▇▇-Louisiana shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iviii) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lj) Any the Security Instrument Instruments shall for any reason not, or cease to, create valid and perfected first-priority Liens against all of the Collateral purportedly covered therebyLafitte Collateral;
(k) any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Noteholder Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Noteholder Agent, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(k) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days; or
(ml) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value any payment of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management royalties on Oil and Gas Properties of the Borrower shall occurnot be paid when due or any account payable of the Borrower (except as the Noteholder Agent may expressly agree in writing) shall not be paid within sixty (60) days of invoice date.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duefive days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or the actual knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article , the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereofdays;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 250,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. ss.1961 ET SEQ.), the result of which could be the forfeiture or transfer of any material Property of the Borrower Borrower, subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, not create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreasedLender; or
(n) The dissolution any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or loss of legal existence Section 4975 of the Borrower;
Code) involving any Plan; any "accumulated funding deficiency" (o) A Change as defined in Management Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall occurincur, or in the reasonable opinion of the Lender, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1 could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect and any such circumstance shall exist for in excess of 30 days.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this AgreementAgreement or the Notes or in the payment when due of any fee or other sum payable under any Loan Document and, with respect to the Notepayment of interest only, or any Fee provided such default shall continue for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower or any Guarantor in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, other than as described in Section 7.1(a) above or Section 7.1(c) below, and with respect to default in the observance or performance of obligations under Article V or under Section 6.11 only, such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Agent or knowledge thereof by the Borrower or any Guarantor;
(dc) Any any representation or warranty made by the Borrower or any Guarantor in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Agent or any Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower any Related Party (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness exceeding $100,000 or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and such default is not being contested in good faith by the Borrowerthereto;
(fe) The Borrower any Related Party shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(gf) An an order, judgment judgment, or decree shall be entered against the Borrower any Related Party by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereofdays;
(hg) The the levy against any significant portion of the Property of the Borrower any Related Party, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(ih) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower any Related Party for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 1,000,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower any Related Party shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iviii) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(lj) Any any Guaranty shall for any reason cease to be in full force and effect or the Security Instrument Instruments shall for any reason not, or cease to, create valid and perfected first-priority Liens against all of the Collateral purportedly covered therebyreal and personal Property of the Borrower and the Guarantors (including the Borrower Membership Interests and the Lafitte Membership Interests);
(k) any payment of royalties on Oil and Gas Properties of any Related Party shall not be made when due or any account payable of any Related Party (except as the Lenders may expressly agree in writing) shall not be paid within sixty (60) days of invoice date; or
(l) any Change of Control shall occur; or
(m) The good faith determination by any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Bank that Code) involving any Plan; any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan for which an excise tax is due or would be due in the absence of a waiver; a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA; any Single Employer Plan shall terminate for purposes of Title IV of ERISA; the Borrower or any Commonly Controlled Entity shall incur, or in the reasonable opinion of the Lenders, be likely to incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; or any other event or condition shall occur or exist with respect to a Plan and the result of such events or conditions referred to in this Section 7.1(n) could subject the Borrower or any Commonly Controlled Entity to any tax (other than an excise tax under Section 4980 of the Code), penalty or other liabilities which taken in the aggregate would have a Material Adverse Effect has occurred or will occur or that the value and any such circumstance shall exist for in excess of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur30 days.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute be considered an Event of Default as that term is used herein:
(a) Default shall be made by Borrower in the payment by Borrower when due of any installment of principal or on the Note,
(b) Default shall be made by Borrower in the payment of any installment of interest under this Agreement, on the Note, or any Fee provided for herein fees or other monetary obligation payable hereunder, and said such default is not remedied within ten shall remain unremedied in excess of three (103) days Business Days after the same is due;
(b) An Event of Default as defined in any Loan Document shall have occurred;notice being given by Bank,
(c) Default shall be made by the Borrower in the due observance or performance of any affirmative covenant required in this Agreement, the Note, or any Security Instrument, and such default shall remain unremedied for in excess of its obligationsthirty (30) days after the earlier of: (i) such default becoming known to Borrower, covenants or agreements contained in any of the Loan Documents;(ii) notice being given by Bank.
(d) Default shall be made by Borrower in the due observance or performance of any negative covenant required in this Agreement, the Note, or any Security Instruments.
(e) Any representation or warranty herein made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect respect, or any representation, statement (including Financial Statements), certificate or data furnished or made by Borrower to the Bank in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ef) Default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note or other evidence of indebtedness Indebtedness for borrowed money, or under any other credit agreement, loan agreement, indenture, promissory note or similar agreement or instrument executed in connection with any of the foregoing, foregoing in excess of $1,000,000.00 in the aggregate; and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto and thereto, with the effect of accelerating the maturity of any such default is not being contested in good faith by the BorrowerIndebtedness;
(fg) The Borrower shall (i) apply applies for or consent consents to the appointment of a receiver, trustee or liquidator of it or all or a substantial part of its assets, or (ii) file files a voluntary petition commencing an Insolvency Proceeding concerning Borrowera case under Title 11 of the United States Code, (iii) make a general assignment for the benefit of creditorsseeking liquidation, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An order, judgment or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement rearrangement or taking advantage of its debts any bankruptcy, insolvency, debtor's relief or appointing a receiver, trustee, conservator, custodian or liquidator of it or all or any substantial part of its assets and such order, judgment or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof;
(h) The levy against any significant portion other similar law of the Property United States, the State of the Borrower or any execution, garnishment, attachment, sequestration or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effect;
(i) A final and non-appealable order, judgment or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 and such order, judgment or decree shall not be dismissed or the execution thereof stayed within 30 days;
(j) Any charges are filed Texas or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 et seq. the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien in favor of the Bank without (i) satisfaction or provision for satisfaction of such Lienjurisdiction, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The Borrower shall have (i) concealed, removed or diverted, or permitted to be concealed, removed or diverted, any part of its Property, with intent to hinder, delay or defraud its creditors or any of them; (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance or similar Law; (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, similarly situated have not been paid with the intent to hinder, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, Commodity Hedge Agreement or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note promissory' note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary voluntary' petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 60 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 200,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed staved within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § ss 1961 et seq. i (e) (a), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;.
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l1) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or
(m) The good faith determination by the Bank that a Material Adverse Effect has occurred or will occur or that the value of the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occur.
Appears in 1 contract
Enumeration of Events of Default. Any of the following events shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Notes or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duethree days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of their respective obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoing, and such default shall remain unremedied beyond for in excess of the applicable grace periodperiod of grace, if any, with respect thereto thereto;
(e) the Borrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, the satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The either the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against either the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof60 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of 500,000, except as disclosed on the judgment Closing Date in excess of $100,000 Exhibit V and such order, judgment judgment, or decree shall not be dismissed paid in full, dismissed, or the execution thereof stayed within 30 60 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against either the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § Section 1961 et seq. .), the result of which could be the forfeiture or transfer of any material Property of the Borrower subject to a lien Lien in favor of the Bank Agent and/or the Lenders without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with the intent to hinderpaid, delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or;
(m) The good faith determination the Borrower shall cease to be owned by its presently existing shareholders;
(n) the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the BorrowerLender;
(o) A Change in Management the failure to furnish the information required by Section 3.1(t) or execute the Security Agreements and/or Certificate of Title necessary to grant to the Borrower shall occurAgent a first lien on the property listed on Exhibit VIII.
Appears in 1 contract
Sources: Credit Agreement (Primeenergy Corp)
Enumeration of Events of Default. Any of the following events -------------------------------- shall constitute an Event of Default as that term is used hereinDefault:
(a) Default default shall be made in the payment by Borrower when due of any installment of principal or interest under this Agreement, Agreement or the Note, Note or in the payment when due of any Fee provided fee or other sum payable under any Loan Document and such default as to interest or fees only shall have continued for herein and said default is not remedied within ten (10) days after the same is duefive days;
(b) An Event of Default as defined in any Loan Document shall have occurred;
(c) Default default shall be made by the Borrower in the due observance or performance of any of its obligations, covenants or agreements contained in any of obligations under the Loan Documents, and such default shall continue for 30 days after the earlier of notice thereof to the Borrower by the Lender or knowledge thereof by the Borrower;
(dc) Any any representation or warranty made by the Borrower in any of the Loan Documents proves to have been untrue in any material respect or any representation, statement (including Financial Statements), certificate certificate, or data furnished or made to the Bank Lender in connection herewith proves to have been untrue in any material respect as of the date the facts therein set forth were stated or certified;
(ed) Default default shall be made by the Borrower (as principal or guarantor or other surety) in the payment or performance of any bond, debenture, note note, or other evidence of indebtedness Indebtedness or under any credit agreement, loan agreement, indenture, promissory note note, or similar agreement or instrument executed in connection with any of the foregoingforegoing regarding the payment of Indebtedness in excess of $250,000, and such default shall remain unremedied beyond for in excess of 30 days;
(e) the applicable grace periodBorrower shall be unable to satisfy any condition or cure any circumstance specified in Article III, if anythe satisfaction or curing of which is precedent to the right of the Borrower to obtain a Loan or the issuance of a Letter of Credit, with respect thereto and such default is not being contested inability shall continue for a period in good faith by the Borrowerexcess of 30 days;
(f) The the Borrower shall (i) apply for or consent to the appointment of a receiver, trustee trustee, or liquidator of it or all or a substantial part of its assets, (ii) file a voluntary petition commencing an Insolvency Proceeding concerning BorrowerProceeding, (iii) make a general assignment for the benefit of creditors, (iv) be unable, or admit in writing its inability, to pay its debts generally as they become due, or (v) file an answer admitting the material allegations of a petition filed against it in any Insolvency Proceeding;
(g) An an order, judgment judgment, or decree shall be entered against the Borrower by any court of competent jurisdiction or by any other duly authorized authority, on the petition of a creditor or otherwise, granting relief in any Insolvency Proceeding or approving a petition seeking reorganization or an arrangement of its debts or appointing a receiver, trustee, conservator, custodian custodian, or liquidator of it or all or any substantial part of its assets assets, and such order, judgment judgment, or decree shall not be dismissed or stayed within 30 days after the issuance and entry thereof90 days;
(h) The the levy against any significant portion of the Property of the Borrower Borrower, or any execution, garnishment, attachment, sequestration sequestration, or other writ or similar proceeding which is not permanently dismissed or discharged within 30 90 days after the levy and which could reasonably be expected to have a Material Adverse Effectlevy;
(i) A a final and non-appealable order, judgment judgment, or decree shall be entered against the Borrower for money damages and/or Indebtedness due in an amount in excess of $100,000 which is not otherwise covered by insurance for 100% of the judgment in excess of $100,000 500,000, and such order, judgment judgment, or decree shall not be dismissed or the execution thereof stayed within 30 90 days;
(j) Any any charges are filed or any other action or proceeding is instituted by any Governmental Authority against the Borrower under the Racketeering Influence and Corrupt Organizations Statute (18 U.S.C. § 1961 (S)1961 et seq. .), the result of which could be the forfeiture or transfer of any -- --- material Property of the Borrower subject to a lien Lien in favor of the Bank Lender without (i) satisfaction or provision for satisfaction of such Lien, or (ii) such forfeiture or transfer of such Property being expressly made subject to such Lien;
(k) The the Borrower shall have (i) concealed, removed removed, or diverted, or permitted to be concealed, removed removed, or diverted, any part of its Property, with intent to hinder, delay delay, or defraud its creditors or any of them; , (ii) made or suffered a transfer of any of its Property which may be fraudulent under any bankruptcy, fraudulent conveyance conveyance, or similar Law; law, (iii) made any transfer of its Property to or for the benefit of a creditor at a time when other creditors, creditors similarly situated have not been paid with (except pursuant to the intent to hinderdirection of the Lenders), delay or defraud its creditors or any of them; or (iv) shall have suffered or permitted, while insolvent, any creditor creditor, other than the Lenders or the Agent, to obtain a Lien upon any of its Property through legal proceedings or distraint which is not vacated within 30 90 days from the date thereof;
(l) Any any Security Instrument shall for any reason not, or cease to, create valid and perfected first-priority Liens against the Collateral purportedly covered thereby; or, subject to Permitted Liens and dispositions otherwise permitted by this Agreement;
(m) The good faith determination by the Bank that occurrence of a Material Adverse Effect has occurred or will occur or that and the value same shall remain unremedied for in excess of 30 days after notice given by the Collateral has, or will be, materially decreased; or
(n) The dissolution or loss of legal existence of the Borrower;
(o) A Change in Management of the Borrower shall occurLender.
Appears in 1 contract