Events of Default and Remedies Clause Samples
The "Events of Default and Remedies" clause defines the specific circumstances under which a party is considered to have breached or failed to perform its obligations under the agreement, and outlines the actions the non-breaching party may take in response. Typically, this clause lists events such as failure to pay, insolvency, or violation of key terms, and describes remedies like acceleration of payments, termination of the contract, or seeking damages. Its core practical function is to provide a clear framework for addressing serious breaches, thereby protecting parties from ongoing harm and offering structured solutions to resolve defaults.
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Events of Default and Remedies. 9.01 Events of Default
9.02 Protection of Lender’s Security; Security Instrument Secures Future Advances 9.03 Remedies 9.04 Forbearance
Events of Default and Remedies. If any of the following events (“Events of Default”) shall occur and be continuing:
(a) the principal of any Loan or any reimbursement obligation in respect of any LC Disbursement shall not be paid when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;
(b) any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Article) payable by a Loan Party under this Agreement or any other Loan Document shall not be paid, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five Business Days;
(c) any representation or warranty made or, for purposes of Article III, deemed made by or on behalf of the Borrower herein, at the direction of the Borrower or by any Loan Party in any other Loan Document or in any document, certificate or financial statement delivered in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made or deemed made or reaffirmed, as the case may be;
(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01(d)(i), 5.02 (with respect to the Borrower’s existence) or 5.07 or in Article VI;
(e) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in this Agreement (other than those specified in Section 7.01(a), Section 7.01(b) or Section 7.01(d)) or any other Loan Document to which it is a party and, in any event, such failure shall remain unremedied for 30 calendar days after the earlier of (i) written notice of such failure shall have been given to the Borrower by the Administrative Agent or any Lender or, (ii) a Responsible Officer of the Borrower becomes aware of such failure;
Events of Default and Remedies. 8.01 Events of Default 8.02 Remedies Upon Event of Default 8.03 Application of Funds
Events of Default and Remedies. Section 6.1 The following shall each be “Events of Default” under this Project Agreement:
a) the failure by the Company to observe and perform any covenant contained in Sections 2.1(g), 2.1(i), 4.3, 4.4, 4.5, 4.8, 5.1, 7.1, 7.2, 7.3, 7.6 and 8.1;
b) the failure by the Company to pay the Recapture Benefits on the date due;
c) the occurrence and continuation of a Recapture Event;
d) the occurrence of an “Event of Default” under any other Transaction Document, which has not been cured within any applicable grace, notice or cure period; and
e) the dissolution or liquidation of the Company; or the failure by the Company to release, stay, discharge, lift or bond within thirty (30) days any execution, garnishment, judgment or attachment of such consequence as may impair its ability to carry on its operations; or the failure by the Company generally to pay its debts as they become due; or an assignment by the Company for the benefit of creditors; or the commencement by the Company (as the debtor) of a case in bankruptcy or any proceeding under any other insolvency law; or the commencement of a case in bankruptcy or any proceeding under any other insolvency law against the Company (as the debtor), wherein a court having jurisdiction in the premises enters a decree or order for relief against the Company as the debtor, or such case or proceeding is consented to by the Company or remains undismissed for forty (40) days, or the Company consents to or admits the material allegations against it in any such case or proceeding; or a trustee, receiver or agent (however named) is appointed or authorized to take charge of substantially all of the property of the Company for the purpose of enforcing a lien against such Property or for the purpose of general administration of such Property for the benefit of creditors.
Events of Default and Remedies. Events of Default. Any of the following shall constitute an Event of Default:
Events of Default and Remedies. 9.1 The following events shall constitute an "Event of Default" under this Agreement, the occurrence of which shall entitle the Lender to pursue any and all rights and remedies, legal and equitable, available to it under any Loan Document or otherwise. The Occurrence of an Event Default under this Agreement shall constitute a default under each and every other Loan Document. The Lender's rights and remedies are cumulative and may be exercised concurrently or successively from time to time. Any action by the Lender against any property or party shall not serve to release or discharge any other security, property or party in connection with this transaction. The Events of Default are as follows:
(a) Failure to pay the principal or interest on the Borrower's present or future indebtedness to the Lender, whether or not arising pursuant to this Agreement, when and as the same shall be due and payable, whether by acceleration or otherwise; provided that such default has not been cured prior to the expiration of ten (10) days following the date upon which the Lender gives the Borrower written Notice of Default. In this Section 9, Notice of Default shall be deemed to have been given (i) on the date of personal delivery of such written notice to a Guarantor, or (ii) on the date on which a duly authorized representative of the Borrower acknowledges receipt of such written notice, or (iii) on the day after sending such written notice to the Borrower by a commonly recognized overnight courier service, such as Federal Express, Purolator, UPS or the like, or (iv) on the third day after sending such written notice to the Borrower by facsimile (to both numbers set forth in Section 16.7) or by depositing the same in the United States mail, postage prepaid, for delivery to the Borrower.
(b) Failure to observe, perform and comply with any of the obligations evidenced or secured by a Loan Document, other than as provided in Sections 9.1(a) above; provided that such default has not been cured prior to the expiration of thirty (30) days following the date upon which the Lender gives the Borrower written Notice of Default.
(c) Failure to duly and punctually pay, observe and discharge all Indebtedness and other obligations of the Borrower to any third party, unless the same is being contested in good faith by appropriate proceedings and the Borrower has set aside on its books adequate reserves with respect to such Indebtedness or other obligations.
(d) The discovery by the Lender...
Events of Default and Remedies. Section 8.01.
Events of Default and Remedies. Section 8.01
Events of Default and Remedies. (a) As used herein, an "Event of Default" occurs if:
(i) The Company defaults in the payment of principal and/or interest when the same becomes due and payable and such failure is not cured within ten (10) business days after the Company receives written demand from Holder or the Representative to remedy the same.
(ii) the Company fails to comply with any other provision contained in this Series 1 Bridge Note, the Purchase Agreement, the Warrant, the Repricing Warrant, or the Registration Rights Agreement, and such failure is not cured within ten (10) business days after the Company receives written demand from Holder to remedy the same;
(iii) the Company defaults in any payment of principal of or interest on any Debt (excluding trade payables) in excess of $100,000 beyond any period of grace provided with respect thereto and the effect of such failure is to cause the holder of such Debt to accelerate the Debt such that such Debt becomes due prior to its stated maturity;
(iv) any representation or warranty made in writing by or on behalf of (i) the Company in the Purchase Agreement or in any writing furnished in connection with or pursuant to the Purchase Agreement or in connection with the transactions contemplated by this Agreement, or (ii) the Company in the Registration Rights Agreement, or (iii) the Company in the Escrow Agreement, shall be false in any material respect on the date as of which made;
(v) the Company makes an assignment for the benefit of creditors or is generally not paying its debts as such debts become due;
(vi) any order or decree for relief in respect of the Company is entered under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, dissolution, or liquidation or similar law, whether now or hereafter in effect (herein called the "Bankruptcy Law"), of any jurisdiction;
(vii) the Company petitions or applies to any tribunal for, or consents to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidation, or similar official of the Company, or of any substantial part of the assets of the Company, or commences a voluntary case under the Bankruptcy Law of the United States or any proceedings relating to the Company under the Bankruptcy Law of any other jurisdiction;
(viii) any petition or application described in Section 10(a)(vi) above is filed, or any such proceedings are commenced, against the Company and the Company by any act indicates its approval thereof, consen...
Events of Default and Remedies. The occurrence of any of the following events, including, the lapse of any cure period (if any) set forth below, or the issuance of notice (if any) in respect thereof, shall constitute an "Event of Default" for the purposes of Section 12.1(bb) (Events of Default) of this Agreement:
(i) any Material Environmental or Social Incident; or
(ii) any Environmental and Social Matter which would reasonably be expected to have, any material adverse impact on the development, construction or operation of the Project in compliance with any Environmental and Social Requirements, save to the extent that such Environmental and Social Matter has been notified in accordance with Section 4.5 (Notices) of this Schedule P or, if actions and time schedules have been established in the ESAP and any Corrective Action Plan in accordance with Section 4.6 (Corrective Action Plan) of this Schedule P, the Borrower is in accordance therewith;
(b) upon the occurrence of an E&S Trigger Event which either cannot be remedied or resolved, or the Environmental and Social Agent (based on the recommendations of the Independent Environmental and Social Consultant, and acting at the instructions of the Majority Lenders) has notified the Administrative Agent that it cannot be resolved or remedied, in each case, pursuant to a Corrective Action Plan or otherwise;
(c) a Corrective Action Plan agreed pursuant to Section 4.6 (Corrective Action Plan) of this Schedule P is determined by the Environmental and Social Agent (based on the recommendations of the Independent Environmental and Social Consultant, and acting in consultation with the Majority Lenders) to either not have fully remedied or resolved the relevant E&S Trigger Event or no longer be expected to remedy or resolve such E&S Trigger Event, and either:
(i) no new Corrective Action Plan has been agreed pursuant to Section 4.6 (Corrective Action Plan) of this Schedule P within 60 days; or
(ii) the Environmental and Social Agent (based on the recommendations of the Independent Environmental and Social Consultant, and acting in consultation with the Majority Lenders) determines that the relevant E&S Trigger Event which was originally considered to be capable of being remedied or resolved cannot be resolved or remedied pursuant to a Corrective Action Plan or otherwise; and
(d) the Borrower shall default in any requirements of Section 4.6 (Corrective Action Plan) of this Schedule P and such breach remains unjustifiably unremedied for a period of ...