Events of Default; Acceleration Sample Clauses
The "Events of Default; Acceleration" clause defines specific circumstances under which a party, typically the lender, may declare that the borrower has defaulted on their obligations under an agreement. This clause outlines what constitutes an event of default, such as missed payments, insolvency, or breach of covenants, and describes the process by which the lender can demand immediate repayment of all outstanding amounts (acceleration) if such an event occurs. Its core practical function is to protect the lender by providing clear triggers and remedies in the event of a borrower's failure to meet contractual obligations, thereby allocating risk and ensuring prompt recourse.
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Events of Default; Acceleration. If any of the following events (each an "EVENT OF DEFAULT") shall occur with respect to any Borrower:
(a) Such Borrower (i) shall default in the payment of principal of any Loan, interest accrued thereon or fee due hereunder after the same becomes due and payable, whether at maturity or by acceleration or otherwise, or (ii) shall default in the payment of any other amount due hereunder after the same becomes due and payable; or
(b) Such Borrower shall default in the performance of or compliance with any term contained in Sections 9.01(a) or 9.01(b) and such default shall have continued for more than three (3) Banking Days, or such Borrower shall default in the performance of or compliance with any term contained in Sections 8.02(d), 8.02(e), 8.02(g), 8.05, 9.02, 9.03 or 9.04; or
(c) Such Borrower shall default in the performance of or compliance with any term contained herein other than those expressly referred to in this Section 10.01, and such default shall not have been remedied within five (5) Banking Days after written notice thereof shall have been given to such Borrower by the Operations Agent; or
(d) Such Borrower shall default in the performance of, or compliance with, any material term contained in any other written agreement with the Operations Agent or any Bank pertaining to this Agreement or such Borrower's Loans, and such default shall continue for more than the period of grace, if any, specified therein and shall not have been waived pursuant thereto; or
(e) Any representation, warranty certification or statement made or deemed made by such Borrower in this Agreement or in any certificate, financial statement or other document delivered pursuant hereto shall prove to have been false or incorrect in any material respect when made; or
(f) Except as otherwise provided in this Section 10.01, such Borrower shall default in any payment due on Indebtedness for borrowed money or the deferred purchase price of property, the aggregate outstanding principal amount of which is in excess of five percent (5%) of such Borrower's Total Assets, and such default shall continue for more than the period of grace, if any, applicable thereto and shall not have been waived pursuant thereto and shall permit the holder of such Indebtedness to declare such Indebtedness due and payable before its stated maturity, or in the performance of or compliance with any term of any evidence of such Indebtedness or of any mortgage, indenture or other agreement relating thereto, ...
Events of Default; Acceleration a. The principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts that may be due to the Company by the Lender resulting from breaches under the Lender Note.
b. No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under law.
Events of Default; Acceleration. An “Event of Default” means any one of the events described in Section 4.01 of the Indenture. If an Event of Default described in Section 4.01(1) or Section 4.01(2) of the Indenture occurs, then the principal amount of all of the Outstanding Subordinated Notes, and accrued and unpaid interest, if any, on all Outstanding Subordinated Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holder, and the Company waives demand, presentment for payment, notice of nonpayment, notice of protest, and all other notices. Notwithstanding the foregoing, because the Company will treat the Subordinated Notes as Tier 2 Capital, upon the occurrence of an Event of Default other than an Event of Default described in Section 4.01(1) or Section 4.01(2) of the Indenture, neither the Trustee nor the Holder may accelerate the Maturity of the Subordinated Notes and make the principal of, and any accrued and unpaid interest on, the Subordinated Notes, immediately due and payable. If any Event of Default occurs and is continuing, the Trustee may also pursue any other available remedy to collect the payment of principal of, and interest on, the Subordinated Notes then due and payable or to enforce the performance of any provision of the Subordinated Notes or the Indenture.
Events of Default; Acceleration. Upon the occurrence and during the continuation of any Default, the obligation of Lender to make any additional Loan shall be suspended. The occurrence of any of the following (each, an “Event of Default”) shall terminate any obligation of Lender to make any additional Loan; and shall, at the option of Lender (1) make all sums of Basic Interest and principal, as well as any other Obligations and amounts owing under any Loan Documents, immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor or any other notices or demands, and (2) give Lender the right to exercise any other right or remedy provided by contract or applicable law:
(a) Borrower shall fail to pay any principal or interest under this Agreement or any Note, or fail to pay any fees or other charges when due under any Loan Document, and such failure continues for three (3) Business Days or more after the same first becomes due; provided, however no Event of Default shall occur on account of a failure to pay due solely to an administrative or operational error of Lender or of a Borrower’s depository in connection with the debit of a required payment if Borrower maintained a balance sufficient to satisfy the required payment on deposit in Borrower’s Primary Operating Account on the date payment was due and Borrower makes the required payment within one (1) Business Day following the earlier of (i) the date of such failure to pay becomes known to any officer of Borrower, and (ii) the date notice of failure to pay is duly given by ▇▇▇▇▇▇ to Borrower; or an Event of Default as defined in any other Loan Document shall have occurred.
(b) Any representation or warranty made, or financial statement, certificate or other document provided, by Borrower under any Loan Document shall prove to have been false or misleading in any material respect when made or deemed made herein.
Events of Default; Acceleration. Upon the occurrence of and during the continuation of any of the following events or conditions of default ("Event of Default"), the Bank may at its own option declare all Indebtedness and accrued interest thereon, including any prepayment fees and charges that are provided for in the event of the payment of an Advance before the date(s) scheduled for repayment, to be immediately due and payable without presentment, demand, protest, or any further notice:
(a) The failure of Borrower to pay when due the interest on or the principal of any Advance;
(b) The failure of Borrower to perform any promise or obligation or to satisfy any condition or liability contained herein, in any Confirmation of Advance, or in any other agreement to which Borrower and the Bank are parties;
(c) Evidence coming to the attention of the Bank that any representation, statement, or warranty made or furnished in any manner to the Bank by or on behalf of Borrower in connection with any Advance, any specification of Qualifying Collateral, or any certification of Fair Market Value was false in any material respect when made or furnished;
(d) The issuance of any tax levy, seizure, attachment, garnishment, levy of execution, or other legal process with respect to the Collateral;
(e) Any suspension of payment by Borrower to any creditor of sums due or the occurrence of any event that results in acceleration of the maturity of any indebtedness of Borrower to others under any obligation, security agreement, indenture, loan agreement, or comparable undertaking;
(f) The appointment of a conservator or receiver for Borrower or any subsidiary of Borrower or the property of Borrower; entry of an order for relief against Borrower or any subsidiary of Borrower under the federal bankruptcy laws; entry of a judgment or decree adjudicating Borrower or any subsidiary of Borrower insolvent; commencement of a case or other proceeding by or against Borrower or any subsidiary of Borrower seeking liquidation, reorganization, or other relief with respect to it or its debts under any bankruptcy, insolvency, or similar law now or hereafter in effect; or an assignment by Borrower or any subsidiary of Borrower for the benefit of creditors;
(g) The sale by Borrower of all or a material part of the assets of Borrower or the taking of any other action by Borrower to liquidate or dissolve;
(h) The cessation of Borrower to be a type of institution that is eligible under the Act to become a Borrower of the Bank; or in ...
Events of Default; Acceleration. The occurrence of any one or more of the following events shall constitute an “Event of Default” hereunder, and upon such Event of Default, the entire principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, at the election of Lenders, shall become immediately due and payable, without any notice to Borrower:
(a) Nonpayment of principal, interest or other amounts when the same shall become due and payable hereunder;
(b) The failure of Borrower to comply with any provision of this Agreement (other than payment) and such failure shall continue unremedied for 30 days following written notice of such default from Lenders to Borrower; provided, however, that if such default cannot reasonably be cured within such 30-day period, as determined by Lenders in their reasonable discretion, and Borrower is diligently pursuing a remedy of such default, Borrower shall have a reasonable period to remedy such default beyond such 30-day period, which shall not exceed an additional 90 days;
(c) The dissolution, winding-up or termination of the existence of Borrower; or
(d) The appointment of (or application for appointment of) a receiver of Borrower or the involuntary filing against or voluntary filing by Borrower of a petition or application for relief under federal bankruptcy law or any similar state or federal law.
(e) The Guaranty fails to remain in full force or effect, any action is taken to discontinue or to assert the invalidity or unenforceability of the Guaranty as to any guarantor, any guarantor fails to comply with any of the material terms or provisions of the guaranty, or any guarantor denies that it has any further liability under the guaranty or gives notice to such effect.
(f) The occurrence of an “Event of Default” as defined in any Loan Document (other than this Agreement).
Events of Default; Acceleration. If any of the following events occurs, the Notes shall become due immediately, without notice, at the Bank’s option, and the Borrower hereby waives notice of intent to accelerate the maturity of the Notes and notice of acceleration of the Notes upon the occurrence of any of the following events:
A. Any Obligor fails to pay when due any of the Liabilities or any other debt to any Person, or any amount payable with respect to any of the Liabilities, or under any Note, any other Related Document, or any agreement or instrument evidencing other debt to any Person.
B. Any Obligor or any Pledgor: (i) fails 10 observe or perform or otherwise violates any other term, covenant, condition or agreement of any of the Related Documents; (ii) makes any materially incorrect or misleading representation, warranty, or certificate to the Bank; (iii) makes any materially incorrect or misleading representation in any financial statement or other information delivered to the Bank, or any of the Airtec Acquisition Documents shall be materially incorrect or misleading; or (iv) defaults under the terms of any agreement or instrument relating to any debt for borrowed money (other than the debt evidenced by the Related Documents) and the effect of such default will allow the creditor to declare the debt due before its stated maturity.
C. In the event (i) there is a default under the terms of any Related Document, (ii) any Obligor terminates or revokes or purports to terminate or revoke its guaranty or any Obligor’s guaranty becomes unenforceable in whole or in part, (iii) any Obligor fails to perform promptly under its guaranty, or (iv) any Obligor fails to comply with, or perform under any agreement, now or hereafter in effect, between the Obligor and the Bank, or any Affiliate of the Bank or their respective successors and assigns.
D. There is any loss, theft, damage, or destruction of any Collateral not covered by insurance.
E. Any event occurs that would permit the Pension Benefit Guaranty Corporation to terminate any employee benefit plan of any Obligor or any Subsidiary of any Obligor.
F. Any Obligor or any of its Subsidiaries or any Pledgor: (i) becomes insolvent or unable to pay its debts as they become due; (ii) makes an assignment for the benefit of creditors; (iii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its Property; (iv) commences any proceeding under any bankruptcy, reorganization, liquidation, insolvenc...
Events of Default; Acceleration. A very important element of this Agreement is that Debtor make all its payments promptly as agreed upon. Also essential is that the Collateral continue to be in good condition and adequate security for the Indebtedness. The following are events of default (each an “Event of Default”) under this Agreement, which will allow Secured Party to take such action under this Paragraph 10 as it deems necessary:
(a) Debtor fails to pay (i) the principal amount of any Loan at the time when due as set forth in the applicable Schedule or (ii) any interest, charges, fees, expenses or other monetary obligations owed by Debtor to Secured Party hereunder within five (5) days of the date when such obligation becomes delinquent;
(b) Debtor breaches any warranty or provision hereof, or of said note or of any other instrument or agreement delivered by Debtor to Secured Party in connection with this or any other transaction;
(c) Debtor fails to deliver any of the financial statements required under Paragraph 7(i);
(d) Any representation or warranty of Debtor set forth herein shall prove to be incorrect in any material respect when made;
(e) Debtor becomes insolvent or ceases to do business as a going concern;
(f) it is determined that Debtor has given Secured Party materially misleading information regarding its financial condition;
(g) any material portion of the Collateral is lost, destroyed and cannot be fixed;
(h) a petition or complaint in bankruptcy or for arrangement or reorganization or for relief under any insolvency law is filed by or against Debtor or Debtor admits its inability to pay its debts as they mature;
(i) property of Debtor is attached or a receiver is appointed for Debtor; or
(j) any guarantor, surety, or endorser for Debtor dies, dissolves or becomes insolvent or any guaranty obtained in connection with this transaction is terminated or is or is asserted by the provider thereof to be unenforceable. Upon the occurrence of an Event of Default, the Indebtedness herein described shall, if Secured Party shall so elect, become immediately due and payable. After acceleration:
(i) the unpaid principal balance of the Indebtedness described in any Schedule in which interest has been precomputed shall bear interest at the rate of 18% per annum (or, if less, the maximum rate permitted by law) until paid in full; and
(ii) the unpaid principal balance of the Indebtedness described in any Schedule in which interest has not been precomputed shall bear interest at the same...
Events of Default; Acceleration. Each of the following shall constitute an Event of Default under this Mortgage:
(a) The Mortgagor fails to pay any amount payable to the Lender under this Mortgage when any such payment is due in accordance with the terms hereof.
(b) The Mortgagor fails to perform or observe, or to cause to be performed or observed, any other obligation, covenant, term, agreement or provision required to be performed or observed by the Mortgagor under this Mortgage; provided, however, that:
(i) If such failure can be cured solely by the payment of money, such failure shall not constitute an Event of Default unless it shall continue for a period of five days after written notice to the Mortgagor;
(ii) If such failure cannot be cured solely by the payment of money and does not pose an emergency or dangerous condition or a material threat to the security for the Loan, such failure shall not constitute an Event of Default unless it shall continue for a period of 30 days after written notice to the Mortgagor; and
(iii) If a failure described in (ii) above is of such a nature that it cannot reasonably be cured within such 30-day period, and if such failure is susceptible of cure, it shall not constitute an Event of Default if corrective action is instituted by the Mortgagor within such 30-day period and is diligently pursued and such failure is cured within 90 days after the occurrence of such failure;
(c) The occurrence of an Event of Default under the Loan Agreement, the Note or any of the other Loan Documents. If an Event of Default occurs under this Mortgage, the Lender may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to the Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
Events of Default; Acceleration. The occurrence of one or more of the following events without a cure in 30 days after occurrence of the default or within such other time period provided herein (each an "Event of Default") shall constitute an Event of Default:
(a) The Company defaults in the payment of principal of or interest on the Convertible Notes or any other fee or expense due under the Transaction Documents when the same becomes due and payable, whether on demand, at maturity or at a date fixed for the payment of any installment or prepayment thereof or otherwise, and such default is not waived or cured within thirty (30) days after such default occurs.
(b) The Company defaults in the performance of or compliance with any covenant or provision of this Agreement, the Convertible Notes, or in any Transaction Document, or Sterling defaults in the performance of or compliance with any covenant or agreement in any of the Sterling Transaction Documents, and any such default is not cured or waived within sixty (60) days after the Company or Sterling, as the case may be, has notice of the occurrence of such default.
(c) The representations or warranties made by the Company in this Agreement and in any Transaction Document, and the representations and warranties made by Sterling in the Sterling Transaction Documents shall prove to have been false or incorrect in any material respect when made.
(d) SpectRx discontinues its business or makes an assignment for the benefit of creditors.
(e) If, within sixty (60) days after the commencement against any SpectRx Company of a case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, such case shall have been consented to or shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of such SpectRx Company stayed, or if the stay of any such order or proceeding shall thereafter be set aside, or if within sixty (60) days after the entry of a decree appointing a trustee, receiver or liquidator (or other similar official ) of such SpectRx Company or any substantial part of the property of such SpectRx Company such appointment shall not have been vacated.
(f) A Change of Control or sale of a majority of the business or assets of the Company unless approved by one or more of the members of the Board of Directors nominated by the Majority Noteholders, or by the Majority Noteholders or by the Agent.
(g) Att...