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. 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. 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. 7.1 The occurrence of any of the following events shall be an “Event of Default” hereunder:
(a) Borrowers fail to pay any Monthly Payment as and when due hereunder and under the Note, or if Borrowers fail to pay any other monetary Obligation under any Loan Document, as and when due, whether on the scheduled due date or upon acceleration, maturity or otherwise, and in each case such failure continues for three (3) Business Days after notice from Lender.
(b) Borrowers shall fail to keep, observe or perform any of the terms, covenants, representations or warranties contained in this Agreement or another Loan Document, (other than compliance with the Minimum Deposit Balance requirement, which, for the avoidance of doubt, non-compliance therewith shall not constitute a Default or Event of Default hereunder) within the time and in the manner required, and Borrowers fail to rectify or cure such non-performance within thirty (30) days of written notice by Lender to Borrower’s Representative.
(c) If a Borrower defrauds or attempts to defraud Lender, or if any warranty or representation made by Borrowers in this Agreement or in any Loan Document shall at any time be false or misleading in any material respect; provided that if a misrepresentation reasonably appears not to have been purposeful and does not give rise (or would not reasonably likely give rise) to a Material Adverse Effect, and if Borrower causes the representation or warranty in question to be made correct within thirty (30) days after discovering the misrepresentation or after notice, whichever occurs first, and if Lender reasonably accepts the corrected representation or warranty, then, an Event of Default will not arise solely on account of the subject misrepresentation.
(d) Any Borrower’s or the Liquidation Trust’s dissolution or termination of existence.
(e) A Borrower or Guarantor becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, or a receivership, in or out of court, for the adjustment of debtor-creditor relationships, which, in any such instance, is not dismissed within sixty (60) days.
(f) The entry of a non-monetary judgment against a Borrower which could reasonably be expected to have a Material Adverse Effect, and which is not Properly Contested and bonded, or satisfied and released, within sixty (60) days after the date on which such judgment is entered.
(g) The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment,...
Events of Default and Remedies. (a) Any one or more of the following events which shall have occurred and be continuing shall constitute an event of default (“Event of Default”):
(i) The Company or any subsidiary (A) shall institute any proceeding or voluntary case seeking to adjudicate it bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of any order for relief or the appointment of a receiver, trustee, custodian or other similar official for such the Company or any subsidiary or for any substantial part of its property, or shall consent to the commencement against it of such a proceeding or case, or shall file an answer in any such case or proceeding commenced against it consenting to or acquiescing in the commencement of such case or proceeding, or shall consent to or acquiesce in the appointment of such a receiver, trustee, custodian or similar official; (B) shall be unable to pay its debts as such debts become due, or shall admit in writing its inability to apply its debts generally; (C) shall make a general assignment for the benefit of creditors; or (D) shall take any action to authorize or effect any of the actions set forth above in this subsection 4(a)(i);
(ii) Any proceeding shall be instituted against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for the Company or for any substantial part of its property, and either such proceeding shall not have been dismissed or shall not have been stayed for a period of sixty (60) days or any of the actions sought in such proceeding (including, without limitation, the entry of any order for relief against it or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property) shall occur; or
(iii) The Company shall fail to pay the any part of the Principal when due hereunder;
(b) If an Event of Default described above has occurred, then the Holder may, without further notice to the Company, declare the principal amount of this Note at the time outstanding, and all other amounts payable under this Note...
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. 4.1 Each of the following shall constitute an Event of Default under this Agreement:
(a) Any Pledgor shall default in the performance of any of his agreements herein or in any instrument or document delivered pursuant to this Agreement or the Debt, including, without limitation, the Line Letter and the Note;
(b) The perfection of any security interest granted Bank in any of the Collateral is impaired or in Bank’s reasonable belief is about to become impaired;
(c) Any Pledgor:
(i) shall generally not, or be unable to, or shall admit in writing its inability to, pay its debts as such debts become due;
(ii) shall make an assignment for the benefit of creditors;
(iii) shall file a petition in bankruptcy or for any relief under any law of any jurisdiction relating to reorganization, arrangement, readjustment of debt, dissolution or liquidation;
(iv) shall have any such petition filed against it and the same shall remain undismissed for a period of 30 days or shall consent or acquiesce thereto; or
(v) shall have had a receiver, custodian or trustee appointed as a result of any insolvency for all or a substantial part of its property;
(d) Any action, suit, proceeding or investigation against or affecting any Pledgor before any court or governmental agency which involves forfeiture of any assets of such Pledgor shall have been commenced; or
(e) one or more judgments, decrees or orders for the payment of money in excess of $250,000 in the aggregate shall be rendered against any Pledgor and shall continue unsatisfied and in effect for a period of 60 consecutive days without being vacated, discharged, satisfied or stayed or bonded pending appeal.
4.2 Upon the occurrence of one or more of the foregoing Events of Default and without further consent from any Pledgor, Bank may liquidate so much of the Collateral of such Pledgor as is required to pay the Debt of such Pledgor and the costs, expenses and fees described in Section 2.1 hereof. Bank may apply any such net proceeds in such order or preference as Bank may determine, except that any proceeds derived from the liquidation of the Collateral shall be applied first by Bank to the payment of any obligations of such Pledgor due to Bank pursuant to the Line Letter and the Note and then to any other Debt of such Pledgor which is outstanding and unpaid.
4.3 In addition, if any Debt of a Pledgor is not be paid in full promptly when due and payable, whether due by lapse of time or by acceleration due to demand or otherwise, ...
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 8.01.
Events of Default and Remedies. Events of Default. Any of the following shall constitute an Event of Default: