Events of Default Remedies Sample Clauses
The 'Events of Default; Remedies' clause defines specific circumstances under which one party is considered to have breached 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 obligations, and details remedies like acceleration of payments, termination of the contract, or seeking damages. Its core function is to provide a clear framework for addressing serious breaches, ensuring both parties understand the consequences and available recourse if the agreement is not properly upheld.
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Events of Default Remedies. (a) Each of the following shall constitute an "Event of Default" under this Note:
(i) The failure of Maker to pay when due any part of the Principal Sum, interest or other payment required to be made pursuant to this Note.
(ii) The failure of Maker to observe or perform any other obligation set forth in this Note or that certain Stock Purchase Agreement between SWS Group, Inc. ("SWS") and Maker, dated as of December 14, 2001 (the "SPA");
(iii) Any transfer of the Collateral by Maker to SWS as a result of an exercise (A) by SWS of any call right, or (B) by Maker of any put right, pursuant to the terms of the SPA; or
(iv) If Maker (a) makes a transfer in fraud of creditors, or makes an assignment for the benefit of creditors, of a substantial part of Maker's property; (b) admits in writing Maker's inability to pay his or her debts as they become due; (c) has a receiver, trustee or custodian appointed for, or take possession of, all or substantially all of Maker's assets, either in a proceeding brought by Maker or in a proceeding brought against Maker and such appointment is not discharged or such possession is not terminated within sixty (60) days after the effective date thereof or he or she consents to or acquiesces in such appointment or possession; (d) files a petition for relief under the United States Bankruptcy Code or any other present or future federal or state insolvency, bankruptcy or similar laws (all of the foregoing hereinafter collectively called "Applicable Bankruptcy Law") or an involuntary petition for relief is filed against Maker under any Applicable Bankruptcy Law and such involuntary petition is not dismissed within sixty (60) days after the filing thereof, or an order for relief naming Maker is entered under any Applicable Bankruptcy Law, or any composition, rearrangement, extension, reorganization or other relief of debtors now or hereafter existing is requested or consented to by Maker; (e) fails to have discharged within a period of thirty (30) days any attachment, sequestration or similar writ levied upon a substantial part of Maker's property; or (f) fails to pay within thirty (30) days any final money judgment against Maker.
(b) Upon the occurrence and during the continuance of an Event of Default under this Note, Payee may declare the entire unpaid Principal Sum and accrued and unpaid interest on this Note immediately due and payable, without further notice, demand, or presentment, foreclose any liens or security interests secur...
Events of Default Remedies. If any of the following events (“Events of Default”) shall occur:
Events of Default Remedies. (a) Each of the following events shall be an "Event of Default"
(i) the non-payment of any of the Secured Obligations (including, but not limited to, the payment when due of any principal and/or accrued but unpaid interest), or (ii) the failure of the Debtor to observe or perform any other term, provision or condition of the Agreement, the Note, and/or this Security Agreement, and/or any other document executed and delivered by Debtor to the Secured Party, or (iii) dissolution or termination of existence of, or the suspension or termination of operations of, the Debtor, (iv) any seizure, vesting, or intervention by or under authority of a government, by which the management of the Debtor is displaced or its authority in the conduct of its business is curtailed, or (v) the attachment or restraint of any funds or other property of the Debtor which may be in or come into the Secured Party's possession or under the Secured Party's control, or that of any third party acting for the Secured Party, or of the same becoming subject at any time to any mandatory order of court or other legal process, or (vi) any representation or warranty contained herein, in the Agreement, the Note or any document evidencing the Secured Party Debt shall prove to be materially false when made, or (vii) the Secured Party believes in good faith that the prospect for payment of the Secured Obligations out of the Collateral or otherwise has become materially impaired or (viii) the loss, theft, damage, destruction of any of the Collateral which casualty is not fully covered by insurance or the attachment, levy or seizure of any Collateral,
(b) If any Event of Default shall have occurred and be continuing, the Secured Party, subject to any necessary approvals by the Bankruptcy Court, including, but not limited to prior relief from the automatic stay, may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the right and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral) and also may: (a) require Debtor to, and Debtor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both partiesTo the extent permitted by law, ...
Events of Default Remedies. (a) The following shall constitute Events of Default:
(1) The failure of Operator to diligently and efficiently operate the Hotel in accordance with the provisions of this Agreement;
(2) The failure of Operator to pay any amount to Lessee provided for herein for a period of five (5) days after written notice by Lessee of failure to pay such sum when payable;
(3) The failure of Lessee to pay any amount to Operator provided for herein for a period of five (5) days after written notice by Operator of failure to pay such sum when payable;
(4) The filing of a voluntary petition in suspension of payments, bankruptcy or insolvency by either Lessee or Operator or any entity which owns or controls such party or if any such party otherwise voluntarily avails itself of any federal or state laws for the relief of debtors or admits in writing its inability to pay its debts as they become due;
(5) The consent to an involuntary petition in bankruptcy or the failure to vacate within sixty (60) days from the date of entry thereof any order approving an involuntary petition by or against either Lessee or Operator;
(6) The entering of an order, judgment or decree by any court of competent jurisdiction, on the application of a creditor, adjudicating Lessee or Operator a bankrupt or insolvent or appointing a judicial receiver, trustee or liquidator of all or a substantial part of such party’s assets, and such order, judgment or decree shall continue unstayed and in effect for a period of one hundred twenty (120) consecutive days;
(7) The failure of either Lessee or Operator to perform, keep or fulfill any of the other covenants, undertakings, obligations or conditions set forth in this Agreement, and the continuance of any such default for a period of thirty (30) days after written notice of such failure;
(8) Default or termination of the franchise license for a Hotel as a result of any action, or failure to act, on the part of Operator;
(9) Failure by Operator to pay, when due, the accounts payable for the Hotels for which Lessee had previously reimbursed Operator.
(10) Any of the Hotels receives a “failure” or its equivalent in any quality inspection report from any of the Franchisors, if such deficiencies are within Operator’s reasonable control.
(11) Failure by Operator to execute any and all subordination agreements, estoppel certificates and other documents requested by Lessee or Owner and/or the Holder to further evidence the subordination of this Agreement and Operator...
Events of Default Remedies. 8.1 The occurrence of any of the following events or conditions shall constitute and is hereby defined to be an "Event of Default":
(a) Any failure or neglect to perform or observe any of the terms, provisions, or covenants of this Agreement.
(b) The occurrence of any event of default under the Credit Agreement.
8.2 Secured Party, so far as may be lawful, may purchase all or any part of the Collateral offered at any public or private sale made in the enforcement of Secured Party's rights and remedies hereunder consistent with the Uniform Commercial Code.
8.3 Any demand or notice of sale, disposition or other intended action hereunder or in connection herewith, whether required by the Uniform Commercial Code or otherwise, shall be deemed to be commercially reasonable and effective if such demand or notice is given to Debtor at least ten (10) days prior to such sale, disposition or other intended action, in the manner provided herein for the giving of notices.
8.4 Debtor shall pay all reasonable costs and expenses, including without limitation costs of Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Secured Party in enforcing payment and performance of the Obligation or in exercising the rights and remedies of Secured Party hereunder. All such costs and expenses shall be secured by this Agreement and by all deeds of trust and other lien and security documents securing the Obligation. In the event of any court proceedings, reasonable court costs and reasonable attorneys' fees shall be set by the court and not by jury and shall be included in any judgment obtained by Secured Party.
8.5 In addition to any remedies provided herein for an Event of Default, Secured Party shall have all the rights and remedies afforded a secured party under the Uniform Commercial Code and all other legal and equitable remedies allowed under applicable law. No failure on the part of Secured Party to exercise any of its rights hereunder arising upon any Event of Default shall be construed to prejudice its rights upon the occurrence of any other or subsequent Event of Default. No delay on the part of Secured Party in exercising any such rights shall be construed to preclude it from the exercise thereof at any time while that Event of Default is continuing. Secured Party may enforce any one or more rights or remedies hereunder successively or concurrently. By accepting payment or performance of any of the Obligation after its due date, Secured ...
Events of Default Remedies. If any of the following events shall occur, then the Agent shall at the request, or may with the consent, of the Majority Banks, declare the Notes and all interest accrued and unpaid thereon, and all other amounts payable under the Notes, this Agreement and the other Loan Documents, to be forthwith due and payable, whereupon the Notes, all such interest and all such other amounts, shall become and be forthwith due and payable without presentment, demand, protest, or further notice of any kind (including, without limitation, notice of default, notice of intent to accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower; provided that with respect to any Event of Default described in Sections 8.7 (Bankruptcy) or 8.8 (Dissolution) hereof, the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon, and all such other amounts payable under the Notes, this Agreement and the other Loan Documents, shall automatically become immediately due and payable, without presentment, demand, protest, or any notice of any kind (including, without limitation, notice of default, notice of intent to accelerate and notice of acceleration), all of which are hereby expressly waived by the Borrower:
Events of Default Remedies. If any of the following events (each, an “Event of Default”) shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise):
(a) any payment of principal of the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note;
(b) any payment of interest on the Loans or the Note shall not be paid when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with the terms of this Agreement and the Note, and such default is not cured within two days;
(c) the Borrower shall default in the performance or observance of any other term, covenant or agreement contained herein, and such default shall continue without cure for a period of 30 days after receipt of written notice thereof from the Lender, or any representation or warranty contained herein or therein shall at any time prove to have been incorrect or misleading in any material respect when made; or
(d) a case or proceeding shall be commenced against the Borrower, or the Borrower shall commence a voluntary case, in either case seeking relief under any Bankruptcy Law, in each case as now or hereafter in effect, or the Borrower shall apply for, consent to, or fail to contest, the appointment of a receiver, liquidator, custodian, trustee or the like of the Borrower or for all or any part of its property, or the Borrower shall make a general assignment for the benefit of its creditors, or the Borrower shall fail, or admit in writing its inability, to pay, or generally not be paying, its debts as they become due; then during the continuance of any Event of Default (other than any Event of Default specified in clause (d) above), the Lender may by written notice to the Borrower declare, in whole or from time to time in part, the principal of, and accrued interest on, the Loans and the Note and all other amounts owing hereunder to be, and the Loans and the Note and such other amounts shall thereupon and to that extent become, due and payable to the Lender. During the continuance of any Event of Default specified in clause (d) above, automatically and without any notice to the Borrower, the principal of, and accrued interest on, the Loans and the Note and all other amounts payable hereunder shall be due and payable to the Lender and the Commitment shall terminate.
Events of Default Remedies. (a) Each of the following events shall, upon the occurrence and continuance thereof, be an “Event of Default”:
(i) Seller shall fail to:
(A) remit any Repurchase Price when due;
(B) remit any Price Differential or Facility Fee when due and such failure is not cured within one (1) Business Day after the relevant due date;
(C) deposit when due any Income into the Income Account;
(D) remit any fees (other than the Facility Fee), escrow payment or other amount when due pursuant to the terms of this Agreement or any other Transaction Document and such failure is not cured within three (3) Business Days after the relevant due date;
(E) cure any Margin Deficit as provided in Paragraph 4; or
(F) repurchase any Purchased Mortgage Loan at the time and for the amount required hereunder; or
(ii) (A) any representation or warranty made by Seller in connection with this Agreement or any other Transaction Document or contained herein or therein is inaccurate or incomplete in any material respect on or as of the date made or hereafter becomes untrue in any material respect or (B) any information contained in any written statement, report, financial statement or certificate made or delivered by Seller (either before or after the date hereof) to Buyer pursuant to the terms of any Transaction Document is untrue or incorrect in any material respect as of the date when made or deemed made; provided that, notwithstanding the foregoing, any breach of a representation and warranty with respect to a Purchased Mortgage Loan under Paragraph 10(a)(i) or Paragraph 10(b) (including any such representation and warranty set forth in Exhibit B) shall not constitute a Default or Event of Default hereunder if such breach was not knowing, willful or fraudulent and either (x) such breach does not result in a Margin Deficit under Paragraph 4 or (y) if such breach results in a Margin Deficit under Paragraph 4, Seller cures such Margin Deficit as provided in Paragraph 4; or
(iii) Seller shall fail in the observance or performance of any duty, responsibility or obligation imposed by or set forth in Paragraph:
(A) 11(c) (Inspection of Properties and Books);
(B) 11(o) (Loan Determined to be Defaulted or Defective)
(C) 11(w) (Financial Covenants); or
(D) 11(y) (Management Change); or
(iv) Seller shall fail in the observance or performance of any duty, responsibility or obligation imposed by or set forth in Paragraph:
(A) 11(d) (Notices);
(B) 11(f) (Insurance);
(C) 11(g) (Financial Statements and Oth...
Events of Default Remedies. 27 Section 5.01
Events of Default Remedies. Each of the following constitutes a default by Borrowers under this document: (a) the failure of Borrowers to perform any warranty or agreement contained in this document or in any instrument securing payment of this Loan or related to this Loan; (b) a default by Borrowers under any other promissory note executed by the Borrowers, or any one or more of them, and payable to the Lender; (c) if any statement or report furnished by the Borrowers to the Lender is false in any material respect; (d) if any Collateral is lost, stolen, substantially damaged, destroyed, or, without the Lender's prior written consent, sold or encumbered; (e) if any of the Borrowers die, is dissolved or its existence is terminated, declares insolvency, is declared insolvent, is the subject of any proceeding under any bankruptcy or insolvency law, or is the subject of any proceeding under any state or federal farm or agricultural debt mediation law; (f) any failure by Borrowers to plant as described in the Crop Planning Information section, to plant the seeds, cultivate, and harvest the resulting crops in due season and in a good and farmer like manner, or to properly care for or protect any of the Collateral; (g) the Lender, in good faith, deems itself insecure or determines that the prospect of Borrowers’ payment of this Loan or the prospect of Borrowers’ performance of this or any other instrument securing this Loan or relating to it is impaired, (h) any Borrowers’ use of any loan proceeds or Collateral for an unlawful purpose, and (i) any failure by Borrowers to satisfy, to Lender’s satisfaction, each condition set out in Borrowers’ Loan Commitment. Upon the occurrence of any one or more events of default, at Lender's option, all Loans outstanding shall become immediately due and payable, without notice to or demand upon Borrowers and Lender shall have all remedies available to it at law or equity, including all of the remedies as to the Collateral of a secured party under the Uniform Commercial Code, including which shall permit Lender to demand immediate payment of all Obligations under the Loans, refuse further loans and cancel future disbursements, and exercise all remedies available to it hereunder including the right to proceed against any or all Collateral, and under any applicable law (all such remedies shall be taken and construed as cumulative).