Events of Defaults. The occurrence of any one or more of the following events will constitute an Event of Default: 10.1 Any representation or warranty made or deemed made by or on behalf of any of the Credit Parties to the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate, report or information delivered in connection with this Agreement or any other Loan Document is materially false on the date as of which made. 10.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten (10) days after the same becomes due. 10.3 The breach by the Borrowers of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit. 10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit. 10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due. 10.6 No Credit Party will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7. 10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days. 10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect. 10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith. 10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.
Appears in 1 contract
Sources: Senior Credit Agreement (Unit Corp)
Events of Defaults. The occurrence of If any one or more of the following events will constitute specified in this Section 5 shall occur (herein individually referred to as an “Event of Default”), Holder of this Debenture may declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Maker:
10.1 Any representation or warranty made or deemed made by or on behalf of any 5.1 Default in the payment of the Credit Parties principal or interest of this Debenture when due and payable;
5.2 The institution by Maker of proceedings to the Lenders be adjudicated as bankrupt or insolvent, or the Administrative Agent consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under or in connection with this Agreement, any Credit Extensionthe federal Bankruptcy Act, or any certificateother applicable federal or state law, report or information delivered in connection with this Agreement or any other Loan Document is materially false on the date as of which made.
10.2 Nonpayment of principal consent by it to the filing of any Loan when duesuch petition or the appointment of a receiver, nonpayment liquidator, assignee, trustee or other similar official of any Reimbursement Obligation within one Business Day after the same becomes dueMaker, or nonpayment of interest upon any Loan or of any commitment feesubstantial part of its property, LC Fee or other obligations under any the making by it of assignment for the Loan Documents benefit of creditors; or
5.3 If, within ten sixty (1060) days after the same becomes due.
10.3 The breach by commencement of an action against Maker (and service of process in connection therewith on Maker) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker or all orders or proceedings thereunder affecting the Borrowers operations or the business of Maker stayed, or if the stay of any of the terms such order or provisions of Section 2.21proceeding shall thereafter be set aside, Section 6.3or if, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty sixty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (3060) days after written notice from the Administrative Agent appointment without the consent or acquiescence of Maker of any trustee, receiver or liquidator of Maker or of all or any Lender to Unit.substantial part of the properties of Maker, such appointment shall not have been vacated; or
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, 5.4 Maker or any other event occurs or condition exists, the effect subsidiary of which default, event or condition is Maker shall fail to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered ; or Maker or any subsidiary of Maker shall call a meeting of its creditors with respect a view to it under the Federal bankruptcy laws as now arranging a composition, adjustment or hereafter in effect, (ii) make an assignment for the benefit restructuring of creditors, (iii) apply for, seek, its debts; or Maker or any subsidiary of Maker shall by any act or failure to act expressly indicate its consent to, approval of or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter acquiescence in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing or any of the actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7Sections 5.2 or 5.3; or any corporate or other action is taken by Maker or any subsidiary of Maker for the purpose of effecting any of the foregoing or any of the actions described in Sections 5.2 or 5.3; or
5.5 Any declared default under any of the Transaction Documents (as defined in the Security Purchase Agreement); or
5.6 Any declared default of Maker or any or its subsidiaries under the Security Agreement (as defined below).
10.7 Without the application5.7 Any representation or warranty or certification made or deemed to be made by Maker or any of its respective directors or officers in any Transaction Document shall prove to have been incorrect, approval incomplete or consent of the Credit Partiesmisleading in any respect when made or deemed to be made;
5.8 Maker fails to perform, observe or comply with any covenant or any other provision or obligation contained in any Transaction Document to which it is a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party party and such appointment failure is not capable of being remedied or, if capable of being remedied, continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.five Business Days, provided in such case the Maker is proceeding diligently to remedy such failure and the Holder is not prejudiced thereby;
10.8 5.9 Any court, government judgment or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders order for the payment of money in excess of $1,000,000 20,000.00 (or the equivalent thereof amount in currencies any other than U.S. Dollarscurrency) in is rendered against Maker (or any subsidiary of Maker) and either (i) enforcement proceedings have been commenced by a creditor upon the aggregate, judgment or order or (ii) non-monetary judgments there is any period of 10 consecutive days during which a stay of enforcement of the judgment or orders whichorder, individually by reason of a pending appeal or otherwise, is not in effect.
5.10 Any Transaction Document is declared by a court or tribunal of competent jurisdiction to be void, invalid, illegal or unenforceable or the validity, legality or enforceability thereof is contested by Maker, or Maker denies that it has any or further obligations thereunder;
5.11 If any one or more of the Credit Documents ceases to be in full force and effect or any Lien in the aggregateCollateral created by any Security Document is no longer effective to create in favour of the Lender, a legal, valid and perfected Lien in the Collateral with the Agreed Priority;
5.12 Any event, circumstance or condition which could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.Effect has occurred;
Appears in 1 contract
Sources: Securities Purchase Agreement (Micro Imaging Technology, Inc.)
Events of Defaults. 10.1 If at any time:
(i) The occurrence Client fails to make any payment when due under this Agreement or to perform any other material obligation under this Agreement or any Contract or transaction entered into thereunder;
(ii) Any action is taken, or event occurs which FXLINK Corporation reasonably considers might have a material adverse effect upon the Client’s ability to perform any of its material obligations under this Agreement;
(iii) Any action is taken, or event occurs which FXLINK Corporation reasonably considers being or might be a violation of any one applicable Law and Regulations or more good standards of market practice;
(iv) The Client dies or becomes of unsound mind or, where the Client is a legal entity, the Client is dissolved, or any registration required for its capacity or existence is revoked, terminated or otherwise ends, or proceedings are commenced seeking or proposing the Client’s dissolution or the revocation, termination or end of such registration;
(v) The Client becomes unable to pay its debts as they fall due or is bankrupt or insolvent (as defined under any bankruptcy or insolvency law applicable to the Client) or any indebtedness of the following events will constitute Client is not paid on the due date therefor or becomes capable at any time of being declared due and payable before the due date of payment set forth in any agreement or instrument;
(vi) Any voluntary or involuntary procedure is commenced by or against the Client seeking or proposing liquidation, reorganization, an Event arrangement or composition with creditors, a freezing action or moratorium or other similar relief with respect to the Client or the Client’s debts under any bankruptcy, insolvency, regulatory, supervisory, corporate, tax or similar law, or seeking the appointment of Default:a trustee, receiver, liquidator, conservator, administrator, insolvency officer or other similar officials with respect to the Client or any substantial part of the Client’s assets, or the Client takes any corporate steps to authorize any of the foregoing;
10.1 (vii) Any representation or warranty made given by the Client proves to have been or deemed made by becomes untrue, false or on behalf misleading in any material respect;
(viii) Any regulator of the business of FXLINK Corporation requires us to take any of the Credit Parties actions under Section 10.2, or
(ix) FXLINK Corporation reasonably considers that any of the circumstances set out in points (i)-(viii) above are likely to the Lenders or the Administrative Agent under or in connection with this Agreementoccur, any Credit Extensionthen, we may exercise all or any certificate, report or information delivered of its rights under Section 10.2. Each of the circumstances contemplated in connection with this Agreement or any other Loan Document is materially false on the date Section 10.1 shall be referred to as an “Event of which madeDefault”.
10.2 Nonpayment Upon the occurrence of principal an Event of Default FXLINK Corporation may, in its absolute discretion and without notice to the Client:
(i) Close, combine or consolidate any Loan when dueor all of the open Contracts of the Client (in whole or in part) at such time or times and at such Price or Prices as are reasonably determined by FXLINK Corporation, nonpayment retain any sum owed by the Client to FXLINK Corporation and exercise its rights of any Reimbursement Obligation within one Business Day after set-off under Section 7.6 (provided that this will not limit the same becomes due, cases where FXLINK Corporation may exercise its rights of set-off under this Agreement);
(ii) Consolidate all or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten (10) days after the same becomes due.
10.3 The breach by the Borrowers of Accounts and close or suspend any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the effect of which default, event or condition is to cause, or to permit the holder(s) all of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration dateAccounts; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, Refuse to accept any further Order from the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, Client and/or terminate this Agreement (iv) institute any proceeding seeking an order for relief provided that this will not limit the cases where FXLINK Corporation may exercise such rights under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(sAgreement), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.;
Appears in 1 contract
Sources: Terms and Conditions
Events of Defaults. The occurrence of any one or more of the following events will constitute If an Event of Default (as defined herein) occurs (unless all Events of Default have been cured or waived by Holder), the Amount Outstanding shall automatically increase to the Default Amount, and the Default Amount and Accrued Interest under this Note shall accrue Interest at the Default Interest Rate until paid in full, (a) Holder may, by written notice to the Borrower, declare the Default Amount and the Accrued Interest, and all other amounts payable on, this Note to be immediately due and payable, if an Event of Default is triggered by any section below other than any of Sections (e)(i) through (vi), and (b) if the Event of Default is triggered by any of Sections (e)(i) through (vi) below, the Default Amount and the Accrued Interest, and all other amounts payable on, this Note, shall be immediately due and payable (as applicable (a) or (b), an “Acceleration”). The following events and/or any other Events of Default defined elsewhere in this Note are “Events of Default” under this Note:
10.1 Any representation or warranty made or deemed made by or on behalf of any of (a) the Credit Parties Borrower shall fail to pay, when and as due, the Lenders or the Administrative Agent under or in connection with this AgreementAmount Outstanding, any Credit Extensionprepayment amount, or any certificateInterest, report or information delivered in connection with this Agreement or any other Loan Document is materially false on the date as of which made.
10.2 Nonpayment of principal of any Loan when duepayable hereunder, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents and such failure shall not have been cured within ten (10) days after following the same becomes due.written notice thereof from the Holder to the Borrower; or
10.3 The (b) the Borrower shall have breached in any material respect any term, condition or covenant in this Note, and, with respect to breaches capable of being cured, such breach by shall not have been cured within ten (10) Business Days following the Borrowers of written notice thereof from the Holder to the Borrower, as applicable; or
(c) any material representation or warranty of the terms Borrower made herein or provisions of Section 2.21in any agreement, Section 6.3, Article VII, Article VIII statement or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any material respect as of the terms or provisions date made; or
(d) the occurrence of this Agreement a Material Adverse Effect which is not remedied cured by the Borrower within thirty ten (3010) days after written notice from Business Days; or
(e) the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will Borrower shall: (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) file a petition in bankruptcy, petition or apply for, seek, consent to, or acquiesce in, to any tribunal for the appointment of a receiver, custodian, trustee, examiner, liquidator receiver or similar official a trustee for it or any a substantial portion of its Property, assets; (ivii) institute commence any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidationany bankruptcy, reorganization, arrangement, adjustment readjustment of debt, dissolution or composition of it liquidation or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations statute of any such proceeding jurisdiction, whether now or hereafter in effect; (iii) have filed against it, (v) take it any corporate such petition or partnership action to authorize application in which an order for relief is entered or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues which remains undismissed or unstayed for a period of 60 consecutive days.
10.8 Any courtninety (90) days or more; (iv) indicate its consent to, government approval of or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), acquiescence in any such casepetition, is/are not stayed on appeal application, proceeding or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due order for relief or the breach by appointment of a custodian, receiver or trustee for it or a substantial portion of its assets; or (v) suffer any Credit Party such custodianship, receivership or trusteeship to continue undischarged for a period of ninety (90) days or more; or
(f) the dissolution or liquidation of Borrower; or
(g) the Borrower shall take any Subsidiary of action authorizing, or in furtherance of, any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effectforegoing.
Appears in 1 contract
Events of Defaults. The occurrence of any An "EVENT OF DEFAULT" shall exist if one or more of the following events will constitute an Event conditions or event shall occur and be continuing (whether or not any of Default:the following are within the control of the Company):
10.1 Any (i) the Company or any Guarantor shall fail to pay when due (whether at stated maturity or at a date fixed for optional or mandatory prepayment or otherwise) any payment of principal, interest, fee or any other amount on or under any of the Notes or any other Transaction Document and, in the case of any such failure to pay interest, such failure shall continue unremedied for a period of five Business Days;
(ii) any representation or warranty made or deemed made by or on behalf of the Company or any of the Credit Parties to the Lenders or the Administrative Agent under Guarantor in or in connection with this Agreement, any Credit ExtensionTransaction Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, report financial statement or information delivered other document furnished pursuant to or in connection with this Agreement any Transaction Document or any other Loan Document is materially amendment or modification thereof or waiver thereunder, shall prove to have been false on or misleading in any material respect when made or deemed made;
(iii) the date as of which made.
10.2 Nonpayment of principal of Company or any Loan when dueGuarantor shall fail to observe or perform any covenant, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, condition or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under agreement contained in any of the Loan Transaction Documents within ten (10) days after and, except in the same becomes due.
10.3 The breach by the Borrowers case of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition covenant contained in Section 5.15, 6 or 7 hereof, such failure shall continue unremedied for a period of 30 days;
(iv) any Material Indebtedness Agreement, or any other event occurs or condition existsGuarantor, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party Company or any of their its Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not payshall become unable, fail generally or admit in writing its inability to pay, pay its debts generally as they become due.;
10.6 No Credit Party will (iv) have an order for any Guarantor, the Company or any of its Subsidiaries shall (a) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief entered with respect to it under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (iib) make an assignment for consent to the benefit institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (vi) of creditorsthis Section, (iiic) apply for, seek, for or consent to, or acquiesce in, to the appointment of a receiver, trustee, custodian, trusteesequestrator, examiner, liquidator conservator or similar official for it any Guarantor, the Company or any substantial portion of its PropertySubsidiaries or for all or a substantial part of its assets, (ivd) institute file an answer admitting the material allegations of a petition filed against it in any such proceeding, (e) make a general assignment for the benefit of creditors or (f) take any action for the purpose of effecting any of the foregoing;
(vi) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking an order for (a) liquidation, reorganization or other relief in respect of any Guarantor, the Company or any of its Subsidiaries or its debts, or of all or a substantial part of its assets, under the Federal bankruptcy laws as any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition (b) the appointment of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examinercustodian, liquidator sequestrator, conservator or similar official will be appointed for any Credit Party Guarantor, the Company or any of its Subsidiaries or for all or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period substantial part of 60 consecutive days.
10.8 Any courtits assets, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s)and, in any such case, is/are not stayed on appeal such proceeding or otherwise being appropriately contested petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(vii) any event or condition shall occur that results in good faith.
10.10 The Unfunded Liabilities any Indebtedness of all Single Employer Plans exceeds any Guarantor, the Company or any of its Subsidiaries exceeding in the aggregate $500,000 5,000,000 becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Indebtedness or any material Reportable Event occurs trustee or agent on its or their behalf to cause any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
(viii) any Liens created by the Security Agreement (other than Liens with respect to collateral with a fair market value of less than $100,000) shall at any time not constitute a valid and perfected Lien on the collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required herein or therein) in connection favor of the Purchasers, free and clear of all other Liens (other than Liens permitted under Section 6.1(b) or under the Security Agreement), or, except for expiration in accordance with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due its terms, the Security Agreement shall for whatever reason be terminated or cease to be in full force and effect, or the breach by any Credit Party enforceability thereof or any Subsidiary of any term, provision or condition contained in any Rate Management other Transaction Document shall be contested by the Company or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.other obligor thereunder;
Appears in 1 contract
Sources: Note Purchase Agreement (MortgageIT Holdings, Inc.)
Events of Defaults. The 17.1 If any of the following events of defaults shall happen or occur :
(a) the Client’s failure to provide margin or meet the Margin Requirements when called upon to do so, or to make or take delivery of any Commodities when required under any transaction for the Account, or to pay any purchase price or other payment when due under any transaction for the Account, or to perform or observe any of its obligations under this Agreement;
(b) upon the death of the Client;
(c) the filing of a petition in bankruptcy or winding-up of the Client or a petition is presented against the Client or a receiver, administrator, liquidator, trustee or analogous officer is appointed over all or any part of the Client’s property or business or the Client makes any arrangement or composition with its creditors generally or the levying of attachment against the Account;
(d) any representation or warranty made by the Client in this Agreement or in any other document delivered by the Client to the Broker being or becoming incorrect in any material respect;
(e) the Client being in breach of any applicable law, rule or regulation including, without limitation, of any exchange or clearing house on which the Broker, its brokers or agents conduct dealings on the Client’s behalf or for the Account;
(f) any consent, authorization or resolution required by the Client to enter into this Agreement being wholly or partly revoked, suspended, terminated or ceasing to remain in full force and effect; and
(g) the occurrence of any event which, in the sole opinion of the Broker, might put in jeopardy the Broker’s rights with respect to the credit balance on the Account or any other rights of the Broker under this Agreement or which may adversely affect the due performance of the Client’s obligations under this Agreement, then, without prejudice to any other rights or remedies which the Broker has or may have, the Broker shall be entitled and is hereby authorized (but is not obliged) to take any one or more of the following actions;
(i) sell, buy or Close Out any Commodities, Futures/Options Contracts, Exchange Contracts and/or other property held or carried for the Client or the Account as the Broker in its absolute discretion determines;
(ii) cancel any or all open or outstanding orders or contracts or any other commitments made pursuant to instructions from the Client or the Authorized Representative (if one is appointed);
(iii) borrow or buy any Securities or property whatsoever found necessary by the Broker or required to make delivery against any sale effected pursuant to the orders or instructions from the Client or the Authorized Representative (if one is appointed);
(iv) exercise any Options (Put Option or Call Option) arising from any Option Contracts held by the Broker pursuant to instructions from the Client or the Authorized Representative (if one is appointed);
(v) call upon any security which may have been issued in favour of the Broker as security for obligations of the Client hereunder;
(vi) exercise its right of set-off and transfer of funds conferred by this Agreement or otherwise;
(vii) immediately terminate this Agreement.
17.2 Immediately upon the occurrence of any events of default mentioned in Clause 17.1 :-
(a) all amounts owing by the Client to the Broker shall become immediately payable, and interest will constitute an Event of Default:accrue at the rate provided in Clause 7.9 above on the amount outstanding from time to time; and
10.1 Any representation or warranty made or deemed made (b) the further performance by or on behalf the Broker of any of the Credit Parties its outstanding obligations to the Lenders or the Administrative Agent Client under or in connection with this Agreement, any Credit Extension, or any certificate, report or information delivered in connection with this Agreement or any other Loan Document is materially false on the date as of which made.
10.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten (10) days after the same becomes due.
10.3 The breach by the Borrowers of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders whether for the payment of money in excess of $1,000,000 (or otherwise) shall be conditional upon the equivalent thereof in currencies other than U.S. Dollars) in Client having discharged all his/her/its obligations to the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faithBroker under this Agreement.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.
Appears in 1 contract
Events of Defaults. The occurrence of any one or more of the following events will constitute (a) Buyer shall be in default under this Agreement (an "Event of Default:
10.1 Any representation or warranty made or deemed made by or on behalf ") upon the happening, at any time, of any of the Credit Parties following events:
(i) Any failure to pay when due the Lenders or the Administrative Agent under or in connection with this Agreement, any Credit Extension, or any certificate, report or information delivered in connection with this Agreement or any other Loan Document is materially false on the date as of which made.
10.2 Nonpayment of principal full amount of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten amounts due hereunder and such failure to pay shall have continued for five (105) days after the same becomes due.due date for such payment; or
10.3 The breach by (ii) Default in the Borrowers performance of any of the terms other obligation, representation, or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of warranty set forth in this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than such default shall continue unremedied for a breach which constitutes a Default under another Section period of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender thereof to Unit.Buyer; or
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect theretoiii) Liquidation, if any) of any term, provision or condition contained in any Material Indebtedness Agreementtermination, or any other event occurs dissolution of Buyer;
(iv) The bankruptcy or condition existsinsolvency of, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent tocreditors by, or acquiesce in, the appointment institution of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief proceedings under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations Bankruptcy Act by Buyer and filing of any such proceeding filed involuntary petition in bankruptcy against it, Buyer which is not dismissed within thirty (30) days; or
(v) take The appointment of any corporate or partnership action receiver with respect to authorize or effect any of the foregoing actions set forth in this Section 10.6 or property by Buyer, which receiver is not removed within thirty (30) days; or
(vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property Entry of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders final judgment for the payment of money shall be entered by a court against Buyer and there shall have been a period of thirty (30) days during which a stay of enforcement thereof shall not be in excess of $1,000,000 (effect or during which the equivalent thereof in currencies other than U.S. Dollars) in the aggregatesame shall not have been paid, vacated, discharged or (ii) non-monetary judgments or orders whichbonded; then, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), and in any of such caseEvents of Default, is/are not stayed on appeal or otherwise being appropriately contested Seller shall have an immediate right to pursue the remedies set forth in good faiththis Agreement.
10.10 The Unfunded Liabilities (b) Buyer agrees that, when any Event of all Single Employer Plans exceeds Default has occurred and is continuing Seller have the right to terminate this Agreement in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.its
Appears in 1 contract
Sources: Purchase Agreement (Ricex Co)
Events of Defaults. The occurrence An event of any one or more of the following events will constitute an default ("Event of Default") will occur under this Agreement and the Note if:
10.1 Any (a) the Borrower fails to make any payment of principal hereunder or under the Note on the date when due and payable;
(b) the Borrower fails to make any payment of interest or any fees or expenses payable hereunder or under the Note for five (5) or more Business Days after the same shall be due and payable;
(c) the Borrower fails to observe or perform any covenant or agreement contained in Article 5 or in Section 4.6(i) or (ii);
(d) the Borrower fails to observe or perform any other term, covenant, or agreement contained in this Agreement and such failure shall have continued unremedied for a period of ten (10) Business Days after the Borrower shall have received written notice thereof from the Lender;
(e) any representation or warranty made or deemed made by or on behalf of any of the Credit Parties to the Lenders or the Administrative Agent under Borrower made in this Agreement or in connection with this Agreement, any Credit Extension, or any certificate, report or information other document delivered pursuant to this Agreement, shall prove to have been incorrect in connection with this Agreement or any other Loan Document is materially false on the date as of which material respect when made.;
10.2 Nonpayment of principal of (f) default (after giving effect to any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten (10) days after the same becomes due.
10.3 The breach by the Borrowers of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if anyperiod) of any term, provision or condition contained in any Material Indebtedness Agreement, or any other event occurs or condition exists, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to shall be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered made with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations payment of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any Indebtedness of the foregoing actions set forth in this Section 10.6 or Borrower, which Indebtedness exceeds $1,000,000;
(vig) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted an attachment is levied against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any material portion of the Property of any Credit Party which, when taken together with all other Property of Securities and such Credit Party so condemned, seized, appropriated, attachment is not stayed or taken custody or control of, during the twelvelifted within forty-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.five (45) days;
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (ih) judgments or orders final judgment for the payment of money in excess of $1,000,000 shall be rendered against the Borrower and within thirty (30) days from the entry of judgment, such judgment shall not have been dismissed or discharged or stayed or bonded pending appeal or shall not have been discharged within sixty (60) days from the entry of a final order of affirmance or appeal;
(i) any legal proceeding started by any Person in the bankruptcy of the Borrower or for the appointment of a receiver, administrator, trustee or similar officer of the Borrower or of any or all of the revenues and assets of the Borrower or the equivalent winding-up, administration, dissolution or reorganization of the Borrower and such proceeding (unless commenced by the Borrower) is not stayed or discontinued within sixty (60) days after the commencement thereof or the Borrower makes a general assignment for the benefit of its creditors;
(j) the Borrower is unable to pay its debts as they fall due, stops, suspends or threatens to stop or suspend payment of all or a material part of its debts, or takes any proceeding or other step with a view to readjustment, rescheduling or deferral of all of its Indebtedness or any part of its Indebtedness which it would or might otherwise be unable to pay when due or proposes a general assignment or an arrangement or composition with or for the benefit of the creditors; or
(k) the Borrower fails to meet the Maintenance Requirement and the Borrower has not reduced the outstanding principal balance of the Loans or taken such other action as is required in currencies other than U.S. Dollarsorder to meet the Maintenance Requirement within three Business Days thereafter; or
(i) in the aggregate, Borrower is subject to liquidation or dissolution as the result of a vote by the Shareholders to liquidate or dissolve or (ii) non-monetary judgments the Borrower disposes of all or orders which, individually or substantially all of its assets (other than in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction regular course of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse EffectBorrower's investment activities).
Appears in 1 contract
Events of Defaults. (a) The whole Sale Price shall become due and immediately payable, and the Financier shall have right to terminate the Facility, upon the occurrence of any one or more of the following events will constitute an Event events:-
i. if the Customer shall default in the payment to the Financier of Default:any payment due and payable or any other moneys herein covenanted to be paid after the same shall have become due by the Customer to the Financier whether formally demanded or not;
10.1 Any ii. if the Customer shall fail to observe or perform any covenants, undertaking, stipulation, term and condition to be observed or performed herein;
iii. if a distress or execution or other process of a court of competent jurisdiction be levied upon or issued against any property of the Customer and such distress, execution or other process as the case may be is not satisfied by the Customer within seven (7) days from the date thereof;
iv. if the Customer or any other party to any documents executed in respect of the Facility commits or threatens to commit a breach of any term, stipulation, covenant or undertaking herein contained or in other such agreement or letter of authorization and/or letter of undertaking (hereinafter referred to as “Security Documents”) between the Financier and the Customer or such other party and executed pursuant to or referred to in the Agreement and on its or its part to be observed and performed and in the opinion of the Financier has failed to remedy or take adequate steps remedy the same within seven (7) days after notice from the Financier;
v. if the Customer has misrepresented to, or willfully misled, or the Customer has withheld pertinent information from, the Financier with regard to any information relating to the Customer; vi. if any statement, representation or warranty made or deemed made by or on behalf of any in connection with the execution and delivery of the Credit Parties to the Lenders or the Administrative Agent under Agreement or in connection with this Agreementany request for the disbursement hereunder shall be found to have been incorrect;
vii. if any step or action is taken or a resolution is passed for the bankruptcy of the Customer or a petition for bankruptcy, any Credit Extensionas the case may be, is presented against the Customer or, if such proceeding or any certificate, report action has been taken by the Customer such steps or information delivered in connection with this Agreement petition is not discharged or any other Loan Document is materially false on stayed within twenty one (21) days from the date as of which made.the taking of such step or petition;
10.2 Nonpayment of principal viii. if, by reason of any Loan when duechange after the date of the Agreement in any applicable law, nonpayment regulation or regulatory requirement or, in the interpretation or application thereof of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee governmental or other authority charged with the administration thereof it shall become unlawful for the Financier to comply with its obligations under any of herein or to continue to make available the Loan Documents within ten (10) days after the same becomes due.Facility;
10.3 The breach by the Borrowers of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness Agreement, or ix. any other event occurs or condition exists, events occur or circumstances arise which in the effect sole opinion of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will Financier give reasonable grounds for believing that (i) have an order for relief entered with respect it is improbable that the Customer will be able to it perform any of its obligations under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (Agreement or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, relevant Security Documents; or (ii) nonthe Customer may not (or may be unable to) duly and punctually perform or comply with its obligations under the Agreement or the relevant Security Documents for any reasons whatsoever.
(b) The Customer undertakes to indemnify the Financier against any cost, claim, loss, expense (including legal fees based on solicitor-monetary judgments client basis) or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectliability together with any value added tax thereon, which judgment(s), in any such case, is/are not stayed on appeal it may sustain or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities incur as a consequence of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party occurrence of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary Event of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse EffectDefault as set out above.
Appears in 1 contract
Sources: Auto Service Financing Agreement
Events of Defaults. The occurrence of If any one or more of the following events will constitute specified in this Section 2 shall occur (herein individually referred to as an “Event of Default”), Holder of this Note may declare the entire principal and unpaid accrued interest hereon immediately due and payable, by notice in writing to Maker:
10.1 Any representation or warranty made or deemed made by or on behalf of any 2.1 Default in the payment of the Credit Parties principal or interest of this Note when due and payable;
2.2 The institution by Maker of proceedings to the Lenders be adjudicated as bankrupt or insolvent, or the Administrative Agent under consent by it to institution of bankruptcy or in connection with this Agreement, any Credit Extension, or any certificate, report or information delivered in connection with this Agreement or any other Loan Document is materially false on the date as of which made.
10.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten (10) days after the same becomes due.
10.3 The breach by the Borrowers of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than a breach which constitutes a Default under another Section of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from the Administrative Agent or any Lender to Unit.
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; insolvency proceedings against it or the default filing by any Credit Party in it of a petition or answer or consent seeking reorganization or release under the performance (beyond the applicable grace period with respect thereto, if any) of any term, provision or condition contained in any Material Indebtedness AgreementUnited Sates federal bankruptcy laws, or any other event occurs applicable federal or condition exists, the effect of which default, event or condition is to causestate law, or the consent by it to permit the holder(s) filing of any such Material Indebtedness petition or the lender(s) under any Material Indebtedness Agreement to causeappointment of a receiver, such Material Indebtedness to become due prior to its stated maturity liquidator, assignee, trustee or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; other similar official of Maker, or any Material Indebtedness of any Credit Party or any substantial part of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; its property, or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered with respect to making by it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an of assignment for the benefit of creditors; or
2.3 If, within sixty (iii60) apply fordays after the commencement of an action against Maker (and service of process in connection therewith on Maker) seeking any bankruptcy, seekinsolvency, consent toreorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of Maker or all orders or proceedings thereunder affecting the operations or the business of Maker stayed, or acquiesce inif the stay of any such order or proceeding shall thereafter be set aside, or if, within sixty (60) days after the appointment without the consent or acquiescence of a receiver, custodian, Maker of any trustee, examiner, receiver or liquidator of Maker or similar official for it of all or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any part of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the applicationproperties of Maker, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive daysshall not have been vacated.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any portion of the Property of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders for the payment of money in excess of $1,000,000 (or the equivalent thereof in currencies other than U.S. Dollars) in the aggregate, or (ii) non-monetary judgments or orders which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), in any such case, is/are not stayed on appeal or otherwise being appropriately contested in good faith.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.
Appears in 1 contract
Events of Defaults. The occurrence of Upon the happening, at any one or more of the following events will constitute an Event of Default:
10.1 Any representation or warranty made or deemed made by or on behalf time, of any of the Credit Parties following events:
(a) Any failure to pay when due the Lenders full amount of any Secured Obligations and such failure to pay shall have continued beyond the period of grace, if any, provided in the instrument or agreement under which such obligation was created and shall not have been waived; or
(b) Default in the Administrative Agent under or in connection with this Agreementperformance of any other obligation, any Credit Extensionrepresentation, or any certificate, report warranty set forth in or information delivered in connection with secured by this Agreement or any other Loan Document is materially false on the date as of which made.
10.2 Nonpayment of principal of any Loan when due, nonpayment of any Reimbursement Obligation within one Business Day after the same becomes due, or nonpayment of interest upon any Loan or of any commitment fee, LC Fee or other obligations under any of the Loan Documents within ten (10) days after the same becomes due.
10.3 The breach by the Borrowers of any of the terms or provisions of Section 2.21, Section 6.3, Article VII, Article VIII or Article IX of this Security Agreement and failure to cure within twenty (20) days following written notice from the Administrative Agent or any Lender to Unit.
10.4 The breach by the Borrowers (other than such default shall continue unremedied for a breach which constitutes a Default under another Section period of this Article X) of any of the terms or provisions of this Agreement which is not remedied within thirty (30) days after written notice from thereof to the Administrative Agent or any Lender to Unit.Company and Purchaser by the Secured Party; or
10.5 Failure of any Credit Party to pay when due any Material Indebtedness; or the default by any Credit Party in the performance (beyond the applicable grace period with respect theretoc) Liquidation, if any) of any term, provision or condition contained in any Material Indebtedness Agreementtermination, or any other event occurs dissolution of the Company or condition existsPurchaser;
(d) The bankruptcy or insolvency of, the effect of which default, event or condition is to cause, or to permit the holder(s) of such Material Indebtedness or the lender(s) under any Material Indebtedness Agreement to cause, such Material Indebtedness to become due prior to its stated maturity or any commitment to lend under any Material Indebtedness Agreement to be terminated prior to its stated expiration date; or any Material Indebtedness of any Credit Party or any of their Subsidiaries will be declared to be due and payable or required to be prepaid or repurchased (other than by a regularly scheduled payment) prior to the stated maturity thereof; or the Credit Parties will not pay, or admit in writing its inability to pay, its debts generally as they become due.
10.6 No Credit Party will (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditorscreditors by, or the institution of proceedings under the Bankruptcy Act by Company or Purchaser and filing of any involuntary petition in bankruptcy against the Company or Purchaser which is not dismissed within thirty (iii30) apply fordays; or
(e) The levy of any writ of attachment or execution against any property owned by the Company or Purchaser, seekwhich levy is not removed within thirty (30) days; or
(f) The appointment of any receiver with respect to any property by the Company or Purchaser, consent which receiver is not removed within thirty (30) days; or
(g) Loss, substantial damage to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial portion of its Property, (iv) institute any proceeding seeking an order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations destruction of any such proceeding filed against it, (v) take any corporate or partnership action to authorize or effect any of the foregoing actions set forth in this Section 10.6 or (vi) fail to contest in good faith any appointment or proceeding described in Section 10.7.
10.7 Without the application, approval or consent of the Credit Parties, a receiver, trustee, examiner, liquidator or similar official will be appointed for any Credit Party or a proceeding described in Section 10.6(iv) will be instituted against any Credit Party and such appointment continues undischarged or such proceeding continues undismissed or unstayed for a period of 60 consecutive days.
10.8 Any court, government or governmental agency condemns, seizes or otherwise appropriates, or takes custody or control of, all or any material portion of the Property Collateral; or
(h) Entry of any Credit Party which, when taken together with all other Property of such Credit Party so condemned, seized, appropriated, or taken custody or control of, during the twelve-month period ending with the month in which any such action occurs, constitutes a Material Adverse Effect.
10.9 Any of the Credit Parties fails within 30 days to pay, bond or otherwise discharge one or more (i) judgments or orders final judgment for the payment of money shall be entered by a court against the Company or Purchaser and there shall have been a period of thirty (30) days during which a stay of enforcement thereof shall not be in excess of $1,000,000 (effect or during which the equivalent thereof in currencies other than U.S. Dollars) in the aggregatesame shall not have been paid, vacated, discharged or (ii) non-monetary judgments or orders whichbonded; then, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, which judgment(s), and in any of such caseEvents of Default, is/are not stayed on appeal or otherwise being appropriately contested the Secured Party shall have an immediate right to pursue the remedies set forth in good faiththis Security Agreement.
10.10 The Unfunded Liabilities of all Single Employer Plans exceeds in the aggregate $500,000 or any material Reportable Event occurs in connection with any Plan. 10.11 Nonpayment by any Credit Party of any Rate Management Obligation when due or the breach by any Credit Party or any Subsidiary of any term, provision or condition contained in any Rate Management Transaction or any transaction of the type described in the definition of "Rate Management Transactions," whether or not any Lender or Affiliate of a Lender is a party thereto, after taking into account any applicable grace period, but only if such nonpayment or breach constitutes a Material Adverse Effect.
Appears in 1 contract
Sources: Security Agreement (Ricex Co)