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. 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. Each of the following events shall constitute an “Event of Default”:
(a) the entry of a decree or order for relief in respect of the Company by a court having jurisdiction in the premises in an involuntary case or proceeding under any applicable bankruptcy, insolvency, or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, and such decree or order will have continued unstayed and in effect for a period of sixty (60) consecutive calendar days or a banking regulator shall have placed the Bank (as such term is defined in the Purchaser Agreement) into receivership;
(b) the commencement by the Company of a voluntary case under any applicable bankruptcy, insolvency or reorganization law, now or hereafter in effect of the United States or any political subdivision thereof, or the consent by the Company to the entry of a decree or order for relief in an involuntary case or proceeding under any such law;
(c) the Company (i) becomes insolvent or is unable to pay its debts as they mature, (ii) makes an assignment for the benefit of creditors, (iii) admits in writing its inability to pay its debts as they mature, or (iv) ceases to be a bank holding company under the Bank Holding Company Act of 1956, as amended;
(d) the failure of the Company to pay any installment of interest on any of the Subordinated Notes as and when the same will become due and payable, and the continuation of such failure for a period of fifteen (15) calendar days;
(e) the failure of the Company to pay all or any part of the principal of any of the Subordinated Notes as and when the same will become due and payable;
(f) the liquidation of the Company (for the avoidance of doubt, “liquidation” does not include any merger, consolidation, sale of equity or assets or reorganization (exclusive of a reorganization in bankruptcy) of the Company or any of its Subsidiaries);
(g) the failure of the Company to perform any other covenant or agreement on the part of the Company contained in this Subordinated Note, and the continuation of such failure for a period of thirty (30) calendar days after the date on which notice specifying such failure, stating that such notice is a “Notice of Default” hereunder and demanding that the Company remedy the same, will have been given, in the manner set forth in Section 19, to the Company by the holders of not less than fifteen percent (15.0%) in principal amount of the then outstanding Subordinated Notes; or
(h) the ...
Events of Default; Acceleration. If any of the following events ("Events of Default") shall occur:
(a) if any Borrower shall fail to pay any principal of or interest on any Loan to it when due and payable, and such failure shall continue for three Business Days;
(b) if any Borrower shall fail to perform, discharge, observe or comply with any other term, covenant and agreement contained herein, and such failure shall continue unremedied for 30 days after written notice of such failure has been given to such Borrower by AMR;
(c) if an representation or warranty of any Borrower contained in this Agreement shall prove to have been materially false or misleading when made;
(d) if any Borrower (or a Trust of which it is a portfolio or fund) makes an assignment for the benefit of creditors, or admits in writing its inability to pay or generally fails to pay its debts as the mature or become due, or petitions or applies for the appointment of a trustee in bankruptcy or other custodian, liquidator or receiver for such Borrower or of any substantial part of its assets, or commences any case or other proceeding relating to such Borrower under any bankruptcy, reorganization, arrangement, insolvency, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or authorizes the foregoing; or
(e) if any such petition or application is filed or any such case or other proceeding is commenced against such Borrower (or Trust) and such Borrower (or Trust) indicates its approval thereof or consent thereto, or an order for relief or appointing any such trustee in bankruptcy or other custodian, liquidator or receiver is entered adjudicating such Borrower (or Trust) bankrupt or insolvent, or approving a petition in any such case or other proceeding, and such order remains unstayed and in effect for more than 60 days; then, in such event and without notice or demand by AMR, all outstanding Loans to such Borrower, all interest thereon and all other amounts payable by such Borrower under this Agreement shall become and be due and payable without presentment, demand, protest or notice, all of which are expressly waived by such Borrower. If any Event of Default shall have occurred and be continuing, AMR may proceed to protect or enforce its rights against such Borrower by suit in equity, action at law or other appropriate proceeding, and may proceed to enforce the payment of all amounts that shall have become due. No remedy conferred upon AMR herein is intended to be exclusive of any ot...
Events of Default; Acceleration. Each of the following shall constitute an “Event of Default” for purposes of this Mortgage:
a. Mortgagor fails to perform or cause to be performed any other obligation or observe any other condition, covenant, term, agreement or provision required to be performed or observed by Mortgagor under the Note, this Mortgage or any of the other Loan Documents; provided, however, that if such failure by its nature can be cured, then so long as the continued operation and safety of the Premises, and the priority, validity and enforceability of the liens created by the Mortgage or any of the other Loan Documents and the value of the Premises are not impaired, threatened or jeopardized, then Mortgagor shall have a period (“Cure Period”) of thirty (30) days after Mortgagor obtains actual knowledge of such failure or receives written notice of such failure to cure the same and an Event of Default shall not be deemed to exist during the Cure Period, provided further that if Mortgagor commences to cure such failure during the Cure Period and is diligently and in good faith attempting to effect such cure, the Cure Period shall be extended for thirty (30) additional days, but in no event shall the Cure Period be longer than sixty (60) days in the aggregate;
b. Mortgagor sends a written notice to Mortgagee pursuant to 42 Pa. C.S. §8143(c) which purports in any manner to limit the Indebtedness secured by this Mortgage and to release the obligation of Mortgagee to make any additional advances to Mortgagor.
c. the existence of any inaccuracy or untruth in any material respect in any representation or warranty contained in this Mortgage or any of the other Loan Documents or of any statement or certification as to facts delivered to Mortgagee by Mortgagor or any guarantor of the Note;
d. the occurrence of a Prohibited Transfer; or
e. the occurrence of an “Event of Default” and the passage of any cure period as provided under the Credit Agreement or any of the other Loan Documents. If an Event of Default occurs, Mortgagee may, at its option, declare the whole of the Indebtedness to be immediately due and payable without further notice to Mortgagor, with interest thereon accruing from the date of such Event of Default until paid at the Default Rate.
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. 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. If any of the following events occurs, the Notes shall become due immediately, without notice, at the Bank's option:
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 to 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 (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, insolvency or similar laws; (v) conceals or removes any of its Property, with intent to hinder, delay or defraud any of its creditors; (vi) makes or permits a transfer of any of its Property, which may be fraudulent under any bankruptcy, fraudulent conveyance or similar law; o...
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.