Listing of Events of Default. The happening of any of the following events or conditions with respect to the Borrower, individually and collectively, shall constitute an “Event of Default”: a. any representation or warranty made herein or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the Loan shall prove to be false or misleading in any material respect; b. failure to pay the principal of, or interest on, the Note or any other indebtedness of the Borrower to the Bank, within fifteen (15) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; c. default in the due observance or performance of any other covenant, condition or agreement contained in this Agreement, any of the other Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same; d. the acceleration of the maturity of any of the Borrower’s indebtedness other than to the Bank; e. involvement in financial difficulties as evidenced by: i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty (60) days; or iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or vi. any other judicial modification or adjustment of the rights of Borrower’s creditors; f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) shall be rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed; g. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible; h. dissolution or termination of the legal existence of the Borrower; i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty (60) days; j. if the Bank believes in good faith, at any time, that either (a) the prospect of the Borrower’s (i) repayment of the Loan or payment of any of its other obligations under the Loan Documents or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change; k. with respect to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain in full force and effect until the Loan is paid in full and this Agreement is terminated; l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bank, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established by the Borrower; or m. the default of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.
Appears in 1 contract
Sources: Term Loan Agreement (Vivus Inc)
Listing of Events of Default. The happening occurrence of any of the following events or conditions with respect to the BorrowerBorrower shall, individually and collectively, shall constitute be an “Event of Default”” hereunder:
a. any representation or warranty made herein or in any report, certificate, financial statement or other instrument furnished in connection with this Agreement or the Loan shall prove to be false or misleading in any material respect;
b. failure to pay the principal of, or interest on, the Note or any other indebtedness of the Borrower to the Bank, within fifteen ten (1510) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise; provided, however, that such ten (10) day period shall not apply in the event the Bank exercises its right under the Loan Documents to demand immediate repayment of the Note;
c. default in the due observance or performance of any other covenant, condition or agreement contained in this Agreement, any of the other Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen ten (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (1510) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity of any of the Borrower’s indebtedness other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty forty-five (6045) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty thirty (6030) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty thirty (6030) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) money shall be rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, which judgment shall have a material adverse effect upon the Borrower’s assets, liabilities, financial condition or business, or where the amount involved is Twenty Five Thousand Dollars ($25,000) or more
g. any transfer (which shall include, without limitation, by sale, exchange, gift, pledge, hypothecation, or by other means except transfers by operation of law) to any person who is not presently a partner of a partnership Borrower or the spouse or child of a partner of a partnership Borrower of any partnership interest in the Borrower, except any transfer of such interest upon the death of a partner either by will or intestacy;
g. h. any transfer (which shall include, without limitation, by sale, exchange, gift, pledge, hypothecation, or by other means except transfers by operation of law) to any person who is not presently a member of a limited liability company Borrower or the spouse or child of a member of a limited liability company Borrower of any membership interest in the Borrower, except any transfer of such interest upon the death of a member either by will or intestacy;
i. in the case of a trust Borrower, (i) any change in the beneficiaries of the trust; (ii) any dilution of the beneficial interest of one or more of the beneficiaries; or (iii) any change in the trustee or trustees;
j. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
h. k. dissolution or termination of the legal existence of the Borrower;
i. l. participation in any illegal activity or in any activity, whether or not related to the business of the Borrower, that may subject the assets of the Borrower to (i) a restraining order or any form of injunction issued by any federal or state court, or (ii) seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty (60) daysinstrumentality;
j. m. if the Bank believes in good faith, at any time, that either (a) the prospect of the Borrower’s (i) repayment of the Loan or payment of any of its other obligations under the Loan Documents or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;; or
k. n. a Borrower or Guarantor who is a natural person shall die; or
o. with respect to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bank, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established by the Borrower; or
m. the default of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.
Appears in 1 contract
Sources: Line of Credit Agreement (Technical Communications Corp)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 7.1 shall constitute an “Event of Default”:
a. (a) any representation Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five (5) days; or
(b) any Loan Party or any Restricted Subsidiary that is a Material Subsidiary shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating $10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any reportother Loan Document by any Loan Party, certificate, financial statement or other instrument any certificate furnished in connection with this Agreement to any Lender or the Administrative Agent pursuant to the provisions hereof or any other Loan Document, shall prove to be have been false or misleading as of the time made, deemed made or furnished in any material respect;; or
b. failure to pay the principal of, or interest on, the Note or any other indebtedness of (d) the Borrower to the Bank, within fifteen (15) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any other covenantof its obligations under Section 5.8, condition 5.9 or agreement contained in this Agreement, any of the other Loan DocumentsSection 6, or the Borrower shall default in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity performance of any of its obligations under Section 5 or any Loan Party shall default in the Borrower’s indebtedness performance of its obligations under any other Loan Document (other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess payment of $100,000.00 amounts due which remains unreleased shall be governed by Section 8.1) and such default shall continue unremedied for a period in excess of sixty 30 days after the earlier to occur of (60i) daysnotice thereof to the Borrower by the Administrative Agent or any Lender (through the Administrative Agent), or (ii) the Borrower otherwise becoming aware of such default; or
ii. (e) the Borrower shall admit in writing its inability to to, or be generally unable to, pay its debts (including without limitation taxes) generally as they such debts become due; or
iii. (f) the Borrower shall (i) apply for or consent to the appointment of, or authorization the taking of possession by, a custodian receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code (as defined now or hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the foregoing; providedor
(g) a proceeding or case shall be commenced, howeverwithout the application or consent of the Borrower, that in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the case composition or readjustment of its debts, (ii) the appointment of a receiver trustee, receiver, custodian, liquidator or the like of the Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an involuntary proceeding such appointment continues order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect and undischarged effect, for a period of sixty (60) 60 days; or
or (iv. the entry of ) an order for relief against the Borrower shall be entered in a voluntary an involuntary case under any chapter of the Federal Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for (h) a period of sixty (60) days; or
vi. any other judicial modification judgment or adjustment of the rights of Borrower’s creditors;
f. final judgment judgments for the payment of money in excess of an $10,000,000 in the aggregate of One Hundred Thousand Dollars ($100,000.00) shall be rendered by a court against the Borrower any Loan Party or any Restricted Subsidiary that is a Material Subsidiary and the same shall remain undischarged not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party or such Restricted Subsidiary, as applicable, shall not, within said period of thirty (30) consecutive days 60 days, or such longer period during which execution shall not be effectively stayed;
g. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which same shall not have been stayed, appeal therefrom and cause the execution thereof to be stayed for a period of sixty (60) days;during such appeal; or
j. if the Bank believes in good faith, at any time, that either (a) the prospect of the Borrower’s (i) repayment any Loan Party or any Restricted Subsidiary that is a Material Subsidiary takes, suffers or permits to exist any of the Loan events or payment of any of its other obligations under the Loan Documents conditions referred to in paragraphs (e), (f) or (iig) performance of its duties thereunder is impaired or (b) there is if any Material Adverse Change;
k. with respect to any guaranty and/or subordination agreement included Loan Party shall so state in the Loan Documents, the failure of the same to remain in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bank, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established by the Borrowerwriting; or
m. the default (j) a Change of the Borrower or any Guarantor under any other obligation owed Control shall occur prior to the Bank, or any third party, now existing or arising after the date of this NoteInitial Maturity Date.
Appears in 1 contract
Sources: Senior Subordinated Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “Event of Default”:
a. (a) any representation Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan (including BA Loans and Bankers’ Acceptances), or any reimbursement obligation for a disbursement made under any Letter of Credit or Bankers’ Acceptance, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any reportother Combined Loan Document by any Loan Party, certificateor any certificate furnished to any Lender, financial statement or other instrument furnished in connection with this Agreement the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to be have been false or misleading as of the time made, deemed made or furnished in any material respect;; or
b. failure to pay the principal of, or interest on, the Note or (d) any other indebtedness of the Borrower to the Bank, within fifteen (15) days from the date the same or any installment thereof Loan Party shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any other covenant, condition or agreement contained in this Agreementof its obligations under Article VII, any other Article of this Agreement other than under Article V; or any Loan Party shall default in the other Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity performance of any of its obligations under Article V or any Loan Party shall default in the Borrower’s indebtedness performance of its obligations under any other Loan Document (other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty (60) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) amounts due which shall be rendered against the Borrower governed by Section 8.1(a)) and the same such default shall remain undischarged continue unremedied for a period of thirty (30) consecutive days during which execution after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) either Borrower shall not admit in writing its inability to, or be effectively stayed;generally unable to, pay its debts as such debts become due; or
g. (f) either Borrower shall (i) apply for or consent to the suspension appointment of, or the taking of business possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for causethe benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take advantage of any other than strikelaw relating to bankruptcy, casualty insolvency, reorganization, winding-up, liquidation or other cause beyond composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of either Borrower’s control , in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of either Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in the event of such suspension for cause beyond the Borrower’s controleffect, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty 60 days; or (60iv) an order for relief against either Borrower shall be entered in an involuntary case under the Bankruptcy and Insolvency Act (Canada); or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect or such longer period during which execution of the Borrower’s same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) repayment any Loan Party takes, suffers or permits to exist any of the events or conditions referred to in paragraphs (e), (f) or (g) or if any Loan Party shall so state in writing; or
(j) a Change of Control shall occur; or
(k) the Liens created by the Security Documents 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 payment possession is required herein or therein) in favor of the Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in accordance with their terms, any of its other obligations under the Loan Security Documents shall for whatever reason be terminated or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bankeffect, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established enforceability thereof shall be contested by the Borrowerany Loan Party; or
m. (l) any “Default” or “Event of Default” as defined in either the default U.S. Loan Documents or the Canadian Term Loan Documents shall occur; provided that if such “Default” or “Event of Default” is cured or waived under the Borrower U.S. Loan Documents or any Guarantor the Canadian Term Loan Documents, as applicable, then such “Default” or ‘Event of Default” shall no longer constitute a Default or an Event of Default, respectively, under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this NoteAgreement.
Appears in 1 contract
Sources: Canadian Revolving Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “Event of Default”:
a. (a) the Borrower shall fail to pay when due any representation principal on any Loan;
(b) the Borrower shall fail to pay when due accrued interest on any Loan, or warranty any reimbursement obligation made herein under any Letter of Credit or any fees or any other amount payable hereunder, and such failure shall continue for a period of three (3) Business Days following the due date thereof;
(c) the Borrower shall fail to observe or perform any covenant or agreement contained in Article VI or Article VII of this Agreement;
(d) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referenced in Sections 8.1(a), (b) and (c)) and such failure continues for a period of thirty (30) days after the earlier of (i) the date any Authorized Officer of any Loan Party acquires knowledge of such failure, or (ii) written notice of such failure has been given to any Loan Party by Global Administrative Agent or any Lender;
(e) any representation, warranty, certification or statement made or deemed to have been made by any Loan Party in any report, certificate, financial statement or other instrument furnished in connection with document delivered pursuant to this Agreement or the any other Combined Loan Document shall prove to be false or misleading have been incorrect in any material respectrespect when made;
b. failure (f) any Loan Party shall fail to pay make one or more payments when due on any Indebtedness of such Person (including, without limitation, any payment due under a Hedging Agreement, but excluding any payment due under any Combined Loan Document) in a principal amount equal to or greater than U.S.$5,000,000 individually or $10,000,000 in the principal ofaggregate beyond any applicable grace period provided with respect thereto which shall continue uncured or unwaived, or interest on, the Note or any other indebtedness of the Borrower to the Bank, within fifteen event or condition shall occur and be continuing which event or condition (15i) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default results in the due observance or performance of any other covenant, condition or agreement contained in this Agreement, any of the other Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity of any such Indebtedness, or (ii) entitles the holder of such Indebtedness to accelerate the Borrower’s indebtedness maturity thereof;
(g) any Loan Party shall commence a voluntary case or other than proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar Governmental Rule now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the Bank;
e. involvement appointment of or taking possession by any such official in financial difficulties an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as evidenced by:
i. an attachment made on the Borrower’s property they become due or assets seeking a sum shall admit in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the writing its inability to pay its debts (including without limitation taxes) generally as they become due; ordue or shall admit to any of the circumstances, facts or events in clause (g) or (h) of this Section 8.1, or shall take any corporate, partnership or limited liability company action to authorize any of the foregoing;
iii. the appointment (h) an involuntary case or authorization of a custodian as defined other proceeding shall be commenced against any Loan Party seeking liquidation, reorganization, dissolution, winding up, or other similar relief (including re-composition or readjustment) with respect to it or its debts under any bankruptcy, insolvency or other similar Governmental Rule now or hereafter in the Bankruptcy Code; provided, however, that in the case of effect or seeking the appointment of a receiver in an trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding such appointment continues in effect and undischarged shall remain undismissed, undischarged, unbonded or unstayed for a period of sixty (60) consecutive days; or
iv. the entry of or an order for relief shall be entered against any Loan Party under the Federal Bankruptcy Code as now or hereafter in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditorseffect;
f. (i) one (1) or more final judgment judgments or orders (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage and a copy of such acknowledgement has been delivered to the Global Administrative Agent) for the payment of money aggregating in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) U.S.$2,000,000 shall be rendered against the Borrower any Loan Party and the same such judgment or order shall remain undischarged continue unsatisfied or unstayed for a period of thirty (30) consecutive days during which execution shall not be effectively stayed;
g. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty (60) days;
j. if (j) any event occurs with respect to any Plan or Plans pursuant to which any Loan Party and/or any ERISA Affiliate incur a liability due and owing at the Bank believes time of such event, without existing funding therefor, for benefit payments under such Plan or Plans in good faith, at any time, that either (a) the prospect excess of the Borrower’s (i) repayment of the Loan or payment of any of its other obligations under the Loan Documents U.S.$5,000,000; or (ii) performance any Loan Party, any ERISA Affiliate, or any other “party-in-interest” or “disqualified person,” as such terms are defined in section 3(14) of its duties thereunder is impaired ERISA and section 4975(e)(2) of the Code, shall engage in transactions which in the aggregate would reasonably result in a direct or (b) there is indirect liability to any Material Adverse ChangeLoan Party or any ERISA Affiliate in excess of U.S.$5,000,000 under section 409 or 502 of ERISA or section 4975 of the Code;
k. with respect (k) this Agreement or any other Combined Loan Document shall cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Loan Party, or any Loan Party shall deny that it has any further liability or obligation under any of the Combined Loan Documents to which it is paid a party, or any Lien created by the Combined Loan Documents shall for any reason (other than the release thereof in full and this Agreement is terminatedaccordance with the Combined Loan Documents) cease to be a valid, first priority, perfected Lien (subject to, with respect to priority, Permitted Encumbrances other than Permitted Encumbrances of the type described in clause (g) of the definition thereof) upon any of the Collateral purported to be covered thereby;
l. the existence of (l) any liens for taxes due circumstance or event shall occur that has had since December 31, 2003, or that would reasonably be expected to have a Material Adverse Effect with respect to the Property unless the liens are being contested in good faith Borrower and adequate reserves have been deposited with the Bankits Subsidiaries, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established by the Borrower; ortaken as a whole;
m. the default (m) a Change of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.Control shall occur;
Appears in 1 contract
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “Event of Default”:
a. (a) the Borrower shall fail to pay when due any representation principal on any Loan (including BA Loans) or warranty shall fail to pay when due any reimbursement obligation in respect of any Bankers’ Acceptance;
(b) the Borrower shall fail to pay when due accrued interest on any Loan (including BA Loans and Bankers’ Acceptances), or any reimbursement obligation made herein under any Letter of Credit or any fees or any other amount payable hereunder, and such failure shall continue for a period of three (3) Business Days following the due date thereof;
(c) the Borrower shall fail to observe or perform any covenant or agreement contained in Article VI, Article VII or Section 5.12 (as it relates to Article VII of the U.S. Credit Agreement) of this Agreement;
(d) any Loan Party shall fail to observe or perform any covenant or agreement contained in this Agreement or any other Loan Document (other than those referenced in Sections 8.1(a), (b) and (c)) and such failure continues for a period of thirty (30) days after the earlier of (i) the date any Authorized Officer of any Loan Party acquires knowledge of such failure, or (ii) written notice of such failure has been given to any Loan Party by Global Administrative Agent or any Lender;
(e) any representation, warranty, certification or statement made or deemed to have been made by any Loan Party in any report, certificate, financial statement or other instrument furnished in connection with document delivered pursuant to this Agreement or the any other Combined Loan Document shall prove to be false or misleading have been incorrect in any material respectrespect when made;
b. failure (f) any Loan Party shall fail to pay make one or more payments when due on any Indebtedness of such Person (including, without limitation, any payment due under a Hedging Agreement, but excluding any payment due under any Combined Loan Document) in a principal amount equal to or greater than U.S.$5,000,000 individually or $10,000,000 in the principal ofaggregate beyond any applicable grace period provided with respect thereto which shall continue uncured or unwaived, or interest on, the Note or any other indebtedness of the Borrower to the Bank, within fifteen event or condition shall occur and be continuing which event or condition (15i) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default results in the due observance or performance of any other covenant, condition or agreement contained in this Agreement, any of the other Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity of any such Indebtedness, or (ii) entitles the holder of such Indebtedness to accelerate the Borrower’s indebtedness maturity thereof;
(g) any Loan Party shall commence a voluntary case or other than proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency, corporate or other similar Governmental Rule now or hereafter in effect, including, without limitation, under the Bankruptcy and Insolvency Act (Canada), the Companies Creditors Arrangement Act (Canada) or the Winding-up and Restructuring Act (Canada), or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the Bank;
e. involvement appointment of or taking possession by any such official in financial difficulties an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as evidenced by:
i. an attachment made on the Borrower’s property they become due or assets seeking a sum shall admit in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the writing its inability to pay its debts (including without limitation taxes) generally as they become due; ordue or shall admit to any of the circumstances, facts or events in clause (g) or (h) of this Section 8.1, or shall take any corporate, partnership or limited liability company action to authorize any of the foregoing;
iii. the appointment (h) an involuntary case or authorization of a custodian as defined other proceeding shall be commenced against any Loan Party seeking liquidation, reorganization, dissolution, winding up, or other similar relief (including re-composition or readjustment) with respect to it or its debts under any bankruptcy, insolvency, corporate or other similar Governmental Rule now or hereafter in effect, including, without limitation, under the Bankruptcy Code; providedand Insolvency Act (Canada), howeverthe Companies Creditors Arrangement Act (Canada) or the Winding-up and Restructuring Act (Canada), that in the case of or seeking the appointment of a receiver in an trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding such appointment continues in effect and undischarged shall remain undismissed, undischarged, unbonded or unstayed for a period of sixty (60) consecutive days; or
iv. the entry of or an order for relief in a voluntary case shall be entered against any Loan Party under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty and Insolvency Act (60Canada) days; or
vi. any or other judicial modification similar Governmental Rules as now or adjustment of the rights of Borrower’s creditorshereafter in effect;
f. (i) one (1) or more final judgment judgments or orders (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage and a copy of such acknowledgement has been delivered to the Global Administrative Agent) for the payment of money aggregating in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) U.S.$2,000,000 shall be rendered against the Borrower any Loan Party and the same such judgment or order shall remain undischarged continue unsatisfied or unstayed for a period of thirty (30) consecutive days during which execution shall not be effectively stayed;
g. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty (60) days;
j. if the Bank believes in good faith, at any time, that either (aj) the prospect of the Borrower’s (i) repayment of the Loan or payment of any of its other obligations under the Loan Documents or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change[reserved];
k. with respect (k) this Agreement or any other Combined Loan Document shall cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until or shall be declared null and void or the validity or enforceability thereof shall be contested or challenged by any Loan Party, or any Loan Party shall deny that it has any further liability or obligation under any of the Combined Loan Documents to which it is paid a party, or any Lien created by the Combined Loan Documents shall for any reason (other than the release thereof in full and this Agreement is terminatedaccordance with the Combined Loan Documents) cease to be a valid, first priority, perfected Lien (subject only, with respect to priority, to Permitted Encumbrances other than those of the type described in clause (g) of the definition thereof) upon any of the Collateral purported to be covered thereby;
l. the existence of (l) any liens for taxes due circumstance or event shall occur that has had since December 31, 2003, or that would reasonably be expected to have a Material Adverse Effect with respect to the Property unless the liens are being contested in good faith Borrower and adequate reserves have been deposited with the Bankits Subsidiaries, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established by the Borrower; ortaken as a whole;
m. the default (m) a Change of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.Control shall occur;
Appears in 1 contract
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “"Event of Default”":
a. (a) any representation Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan (including BA Loans and Bankers' Acceptances), or any reimbursement obligation for a disbursement made under any Letter of Credit or Bankers' Acceptance, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any reportother Combined Loan Document by any Loan Party, certificateor any certificate furnished to any Lender, financial statement or other instrument furnished in connection with this Agreement the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to be have been false or misleading as of the time made, deemed made or furnished in any material respect;; or
b. failure to pay (d) any Loan Party shall default in the principal of, or interest on, the Note performance of any of its obligations under Article VII or any other indebtedness Article of the Borrower to the Bank, within fifteen (15) days from the date the same this Agreement other than under Article V; or any installment thereof Loan Party shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any other covenant, condition of its obligations under Article V or agreement contained any Loan Party shall default in this Agreement, the performance of its obligations under any of the other Loan Documents, or in any Document (other agreement or document evidencing or pertaining to Obligations, than the payment of amounts due which shall be governed by Section 8.1(a)) and such other default shall remain continue unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity of any of the Borrower’s indebtedness other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty (60) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) shall be rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution after the earlier to occur of (i) notice thereof to the Loan Party by the Global Administrative Agent, the Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), or (ii) a Loan Party otherwise becoming aware of such default; or
(e) either Borrower shall not admit in writing its inability to, or be effectively stayed;generally unable to, pay its debts as such debts become due; or
g. (f) either Borrower shall (i) apply for or consent to the suspension appointment of, or the taking of business possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for causethe benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to take 66 advantage of any other than strikelaw relating to bankruptcy, casualty insolvency, reorganization, winding-up, liquidation or other cause beyond composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of either Borrower’s control , in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of such Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of either Borrower under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in the event of such suspension for cause beyond the Borrower’s controleffect, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty 60 days; or (60iv) an order for relief against either Borrower shall be entered in an involuntary case under the Bankruptcy and Insolvency Act (Canada); or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect or such longer period during which execution of the Borrower’s same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) repayment any Loan Party takes, suffers or permits to exist any of the events or conditions referred to in paragraphs (e), (f) or (g) or if any Loan Party shall so state in writing; or
(j) a Change of Control shall occur; or
(k) the Liens created by the Security Documents 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 payment possession is required herein or therein) in favor of the Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in accordance with its terms, any of its other obligations under the Loan Security Documents shall for whatever reason be terminated or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bankeffect, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established enforceability thereof shall be contested by the Borrowerany Loan Party; or
m. the default of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.
Appears in 1 contract
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “Event of Default”:
a. (a) any representation Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any reimbursement obligation for a disbursement made under any Letter of Credit, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any reportother Combined Loan Document by any Loan Party, certificate, financial statement or other instrument any certificate furnished in connection with this Agreement to any Lender or the Global Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to be have been false or misleading as of the time made, deemed made or furnished in any material respect;; or
b. failure to pay the principal of, or interest on, the Note or any other indebtedness of (d) the Borrower to the Bank, within fifteen (15) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any other covenant, condition or agreement contained in this Agreementof its obligations under Article VII, any other Article of the this Agreement other Loan Documentsthan under Article V, or the Borrower shall default in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity performance of any of its obligations under Article V or any Loan Party shall default in the Borrower’s indebtedness performance of its obligations under any other Loan Document (other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty (60) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) amounts due which shall be rendered against the Borrower governed by Section 8.1(a)) and the same such default shall remain undischarged continue unremedied for a period of thirty (30) consecutive days during which execution shall not be effectively stayed;
g. after the suspension earlier to occur of business for cause(i) notice thereof to the Borrower by the Global Administrative Agent or any Lender (through the Global Administrative Agent), other than strike, casualty or other cause beyond (ii) the Borrower’s control and in the event Borrower otherwise becoming aware of such suspension default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for cause beyond or consent to the Borrower’s controlappointment of, failure or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to resume operations as soon as possible;
h. dissolution take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or termination composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the legal existence foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower;
i. seizure, forfeiture in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or confiscation by any federal winding-up, or state governmental instrumentality the composition or readjustment of its debts, (ii) the appointment of a material portion trustee, receiver, custodian, liquidator or the like of the assets Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the Borrower which under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall not have been stayed continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty 60 days; or (60iv) an order for relief against the Borrower shall be entered in an involuntary case under the Federal Bankruptcy Code; or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect or such longer period during which execution of the Borrower’s same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) repayment any Loan Party takes, suffers or permits to exist any of the events or conditions referred to in paragraphs (e), (f) or (g) or if any Loan Party shall so state in writing; or
(j) a Change of Control shall occur; or
(k) the Liens created by the Security Documents 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 payment possession is required herein or therein) in favor of the Global Administrative Agent or, except for expiration in accordance with its terms, any of its other obligations under the Loan Security Documents shall for whatever reason be terminated or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bankeffect, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established enforceability thereof shall be contested by the Borrowerany Loan Party; or
m. (l) any “Default” or “Event of Default” as defined in either the default Canadian Revolving Loan Documents or the Canadian Term Loan Documents shall occur; provided that if such “Default” or “Event of Default” is cured or waived under the Borrower Canadian Revolving Loan Documents or any Guarantor the Canadian Term Loan Documents, as applicable, then such “Default” or ‘Event of Default” shall no longer constitute a Default or an Event of Default, respectively, under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this NoteAgreement.
Appears in 1 contract
Sources: u.s. Revolving Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 7.01 shall constitute (i) an “Event of Default”, if any Loans, LC Disbursements or Letters of Credit are outstanding , and (ii) an “Event of Termination”, if no Loans, LC Disbursements or Letters of Credit are outstanding:
a. (a) The Borrowers shall default (i) in the payment when due of any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement, (ii) in the payment when due of any interest on any Loan (and such default shall continue unremedied for a period of five Business Days), or (iii) in the payment when due of any Fee described in Section 2.10 or of any other previously invoiced amount (other than an amount described in clauses (i) and (ii)) payable under this Agreement or any other Loan Document (and such default shall continue unremedied for a period of five Business Days).
(b) Any representation or warranty of any Loan Party made herein or deemed to be made hereunder or in any reportother Loan Document or any other writing or certificate furnished by or on behalf of any Loan Party to the Administrative Agent, certificate, financial statement the Issuing Bank or other instrument furnished any Lender for the purposes of or in connection with this Agreement or the any such other Loan Document is or shall prove to be false or misleading incorrect in any material respect;respect when made or deemed made.
b. failure to pay (c) Any Borrower shall default in the principal ofdue performance and observance of any of its obligations under clause (g), (i) or interest on, the Note (k) of Section 5.01 or any Loan Party or any of their Subsidiaries shall fail to comply with clause (a) of Section 5.02 or Article VI.
(d) Any Loan Party shall default in the due performance and observance of any agreement (other indebtedness than those specified in paragraphs (a) through (c) above) contained herein or in any other Loan Document, and such default shall continue unremedied for a period of 30 days after the date written notice of such default is delivered by the Administrative Agent to the Borrower Representative or by any Loan Party to the Bank, within fifteen Administrative Agent pursuant to Section 5.01(f).
(15e) days from A default shall occur (i) in the date the same or payment when due (subject to any installment thereof shall become due and payableapplicable grace period), whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default , of any Material Indebtedness or (ii) in the due performance or observance or performance of any other covenant, obligation or condition or agreement contained with respect to any Material Indebtedness if the effect of such default referred to in this Agreement, any of the other Loan Documents, or in any other agreement or document evidencing or pertaining clause (ii) is to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of accelerate the maturity of any such Material Indebtedness or that enables or permits (with or without the giving of notice, the Borrower’s indebtedness other than lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the Bank;prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity.
e. involvement in financial difficulties as evidenced by:
i. an attachment made on (f) Any judgment or order (or combination of judgments and orders) for the Borrower’s property payment of money equal to or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period 7.5 million individually or in excess the aggregate shall be rendered against Holdings or any of sixty its Subsidiaries (60or any combination thereof) daysand
(i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order and not stayed;
(ii) such judgment has not been stayed, vacated or discharged within 60 days of entry; or
(iii) there shall be any period (after any applicable statutory grace period) of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect and such judgment is not fully insured against by a policy or policies of insurance (with reasonable or standard deductible provisions) issued by an insurer other than an Affiliate of any Borrower
(g) Any of the following events shall occur:
(i) the taking of any specific actions by a Loan Party, any ERISA Affiliate or any other Person to terminate a Pension Plan if, as a result of such termination, a Loan Party or any ERISA Affiliate could expect to incur a liability or obligation to such Pension Plan which could reasonably be expected to have a Material Adverse Effect; or
(ii. ) an ERISA Event, or termination, withdrawal or noncompliance with Applicable Law or plan terms with respect to Foreign Plans, shall have occurred that gives rise to a Lien on the inability assets of any Loan Party or a Subsidiary or, when taken together with all other ERISA Events and terminations, withdrawals and noncompliance with respect to Foreign Plans that have occurred, could reasonably be expected to have a Material Adverse Effect.
(h) Any Change in Control shall occur.
(i) Any Loan Party or any of their Subsidiaries shall
(i) cease to be Solvent or generally fail to pay its debts (including without limitation taxes) generally as they become due; or;
iii. the appointment (ii) apply for, consent to, or authorization of a custodian as defined acquiesce in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or substantially all of the property of any thereof, or make a general assignment for the benefit of creditors;
(iii) in an involuntary proceeding the absence of such application, consent or acquiescence, permit or suffer to exist the appointment continues in effect and undischarged of a trustee, receiver, sequestrator or other custodian for any Loan Party or any of such Subsidiaries or for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator or other custodian shall not be discharged or stayed within 60 days, provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and defend their rights under the Loan Documents;
(iv) permit or suffer to exist the commencement of sixty (60) days; or
iv. any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy or insolvency law, or any dissolution, winding up or liquidation proceeding, in respect of any Loan Party or any such Subsidiary and, if any such case or proceeding is not commenced by the such Loan Party or such Subsidiary, such case or proceeding shall be consented to or acquiesced in by the such Loan Party or such Subsidiary or shall result in the entry of an order for relief or shall remain for 60 days undismissed and unstayed; provided that each Loan Party and each such Subsidiary hereby expressly authorizes the Administrative Agent and each Lender to appear in a voluntary any court conducting any such case or proceeding during such 60-day period to preserve, protect and defend their rights under any chapter of the Bankruptcy CodeLoan Documents; or
v. (v) take any corporate or partnership action (or comparable action, in the filing case of an involuntary petition under any chapter other form of legal entity) authorizing, or in furtherance of, any of the Bankruptcy Code, which petition remains undismissed for a period foregoing.
(j) The obligations of sixty (60) days; or
vi. Holdings or any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) shall be rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed;
g. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty (60) days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect of the Borrower’s (i) repayment of the Subsidiary Loan or payment of any of its other obligations Party under the Loan Documents or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect Guaranty Agreement, as applicable, shall cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until the or any such Loan is paid Party shall repudiate its obligations thereunder.
(k) Any Lien on Collateral having a fair market value in full excess of $1.0 million purported to be created under any Security Document shall fail or cease to be, or shall be asserted by any Loan Party not to be, a valid and this Agreement is terminated;
l. the existence of perfected Lien on any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited Collateral, with the Bank, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established priority required by the Borrower; or
m. the default of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Noteapplicable Security Document.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Communications Holdings, Inc.)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “"Event of Default”":
a. (a) any representation Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan, or any reimbursement obligation for a disbursement made under any Letter of Credit, or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any reportother Combined Loan Document by any Loan Party, certificate, financial statement or other instrument any certificate furnished in connection with this Agreement to any Lender or the Global Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to be have been false or misleading as of the time made, deemed made or furnished in any material respect;; or
b. failure to pay the principal of, or interest on, the Note or any other indebtedness of (d) the Borrower to the Bank, within fifteen (15) days from the date the same or any installment thereof shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any other covenant, condition or agreement contained in this Agreementof its obligations under Article VII, any other Article of the this Agreement other Loan Documentsthan under Article V, or the Borrower shall default in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity performance of any of its obligations under Article V or any Loan Party shall default in the Borrower’s indebtedness performance of its obligations under any other Loan Document (other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty (60) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) amounts due which shall be rendered against the Borrower governed by Section 8.1(a)) and the same such default shall remain undischarged continue unremedied for a period of thirty (30) consecutive days during which execution shall not be effectively stayed;
g. after the suspension earlier to occur of business for cause(i) notice thereof to the Borrower by the Global Administrative Agent or any Lender (through the Global Administrative Agent), other than strike, casualty or other cause beyond (ii) the Borrower’s control and in the event Borrower otherwise becoming aware of such suspension default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for cause beyond or consent to the Borrower’s controlappointment of, failure or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), (iv) file a petition seeking to resume operations as soon as possible;
h. dissolution take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or termination composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Federal Bankruptcy Code, or (vi) take any corporate action for the purpose of effecting any of the legal existence foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower;
i. seizure, forfeiture in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or confiscation by any federal winding-up, or state governmental instrumentality the composition or readjustment of its debts, (ii) the appointment of a material portion trustee, receiver, custodian, liquidator or the like of the assets Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the Borrower which under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall not have been stayed continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty 60 days; or (60iv) an order for relief against the Borrower shall be entered in an involuntary case under the Federal Bankruptcy Code; or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect or such longer period during which execution of the Borrower’s same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) repayment any Loan Party takes, suffers or permits to exist any of the events or conditions referred to in paragraphs (e), (f) or (g) or if any Loan Party shall so state in writing; or
(j) a Change of Control shall occur; or
(k) the Liens created by the Combined Security Documents 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 payment possession is required herein or therein) in favor of the Global Administrative Agent or, except for expiration in accordance with its terms, any of its other obligations under the Loan Security Documents shall for whatever reason be terminated or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bankeffect, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established enforceability thereof shall be contested by the Borrowerany Loan Party; or
m. the default of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.
Appears in 1 contract
Sources: Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Section 8.1 shall constitute an “"Event of Default”":
a. (a) any representation Loan Party shall default in the payment or prepayment when due of any principal of or interest on any Loan or any fees or other amount payable by it hereunder or under any other Loan Document and such default, other than a default of a payment or prepayment of principal (which shall have no cure period), shall continue unremedied for a period of five days; or
(b) any Loan Party shall default in the payment when due of any principal of or interest on any of its other Indebtedness (other than Non-Recourse Debt) aggregating U.S.$10,000,000 or more, or any event specified in any note, agreement, indenture or other document evidencing or 50 relating to any such Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause after giving effect to all applicable grace periods, such Indebtedness to become due prior to its stated maturity; or
(c) any representation, warranty or certification made or deemed made herein or in any reportother Combined Loan Document by any Loan Party, certificateor any certificate furnished to any Lender, financial statement or other instrument furnished in connection with this Agreement the Global Administrative Agent or the Canadian Administrative Agent pursuant to the provisions hereof or any other Combined Loan Document, shall prove to be have been false or misleading as of the time made, deemed made or furnished in any material respect;; or
b. failure to pay (d) any Loan Party shall default in the principal of, performance of any of its obligations under Section 5.7 or interest on, the Note Article VII or any other indebtedness Article of the Borrower to the Bank, within fifteen this Agreement other than under Article V (15) days from the date the same other than Section 5.7); or any installment thereof Loan Party shall become due and payable, whether at the due date thereof or at a date fixed for prepayment or by acceleration or otherwise;
c. default in the due observance or performance of any of its obligations under Article V (other covenant, condition than Section 5.7) or agreement contained any Loan Party shall default in this Agreement, the performance of its obligations under any of the other Loan Documents, or in any Document (other agreement or document evidencing or pertaining to Obligations, than the payment of amounts due which shall be governed by Section 8.1(a)) and such other default shall remain continue unremedied for fifteen (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity of any of the Borrower’s indebtedness other than to the Bank;
e. involvement in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60) days; or
ii. the inability to pay its debts (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding such appointment continues in effect and undischarged for a period of sixty (60) days; or
iv. the entry of an order for relief in a voluntary case under any chapter of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditors;
f. final judgment for the payment in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) shall be rendered against the Borrower and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed;
g. after the suspension earlier to occur of business for cause(i) notice thereof to the Loan Party by the Global Administrative Agent, other than strikethe Canadian Administrative Agent or any Lender (through the Global Administrative Agent or the Canadian Administrative Agent), casualty or other cause beyond the Borrower’s control and in the event (ii) a Loan Party otherwise becoming aware of such suspension default; or
(e) the Borrower shall admit in writing its inability to, or be generally unable to, pay its debts as such debts become due; or
(f) the Borrower shall (i) apply for cause beyond or consent to the Borrower’s controlappointment of, failure or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy and Insolvency Act (Canada), (iv) file a petition seeking to resume operations as soon as possible;
h. dissolution take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, liquidation or termination composition or readjustment of debts, (v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition filed against it in an involuntary case under the Bankruptcy and Insolvency Act (Canada), or (vi) take any corporate action for the purpose of effecting any of the legal existence foregoing; or
(g) a proceeding or case shall be commenced, without the application or consent of the Borrower;
i. seizure, forfeiture in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or confiscation by any federal winding-up, or state governmental instrumentality the composition or readjustment of its debts, (ii) the appointment of a material portion trustee, receiver, custodian, liquidator or the like of the assets Borrower of all or any substantial part of its assets, or (iii) similar relief in respect of the Borrower which under any law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, and such proceeding or case shall not have been stayed continue undismissed, or an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of sixty 60 days; or (60iv) an order for relief against the Borrower shall be entered in an involuntary case under the Bankruptcy and Insolvency Act (Canada); or
(h) a judgment or judgments for the payment of money in excess of U.S.$10,000,000 in the aggregate shall be rendered by a court against any Loan Party and the same shall not be discharged (or provision shall not be made for such discharge), or a stay of execution thereof shall not be procured, within 60 days from the date of entry thereof and such Loan Party shall not, within said period of 60 days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect or such longer period during which execution of the Borrower’s same shall have been stayed, appeal therefrom and cause the execution thereof to be stayed during such appeal; or
(i) repayment any Loan Party takes, suffers or permits to exist any of the events or conditions referred to in paragraphs (e), (f) or (g) or if any Loan Party shall so state in writing; or
(j) a Change of Control shall occur; or
(k) the Liens created by the Security Documents 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 payment possession is required herein or therein) in favor of the Global Administrative Agent or the Canadian Administrative Agent or, except for expiration in accordance with its terms, any of its other obligations under the Loan Security Documents shall for whatever reason be terminated or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect cease to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain be in full force and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bankeffect, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established enforceability thereof shall be contested by the Borrowerany Loan Party; or
m. the default of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this Note.
Appears in 1 contract
Sources: Credit Agreement (Brown Tom Inc /De)
Listing of Events of Default. The happening of any Each of the following events or conditions with respect to the Borrower, individually and collectively, occurrences described in this Article shall constitute an “"Event of Default”":
a. (a) failure by Royalty Sub to pay the interest on the Loans due on any Payment Date (other than the Stated Maturity Date or a Mandatory Repayment Date) in full by the next succeeding Payment Date, together with interest on any interest not paid on the Payment Date on which it was originally due;
(b) failure by Royalty Sub to pay when due principal and accrued and unpaid interest on any Loans on the Stated Maturity Date or a Mandatory Repayment Date;
(c) failure by Royalty Sub to pay any Obligation (other than principal and interest) when due and payable in connection with the Loan Documents, and the continuance of such default for a period of five Business Days or more after written notice thereof is given to Royalty Sub by the Administrative Agent;
(d) any representation or warranty of any Obligor made herein or deemed to be made in any report, certificate, financial statement Loan Document (including any certificates delivered pursuant to Article V) is or other instrument furnished in connection with this Agreement shall be materially incorrect when made or the Loan shall prove deemed to be false or misleading in any material respecthave been made;
b. failure (e) a default shall occur in the payment of any amount when due (subject to pay the any applicable grace period), whether by acceleration, mandatory repayment or redemption, or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in clause (a), (b) or (c)) of any Obligor having a principal or stated amount, individually or in the Note aggregate, in excess of $1,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any other indebtedness of the Borrower trustee or agent for such holders, to the Bank, within fifteen (15) days from the date the same cause or any installment thereof shall declare such Indebtedness to become due and payablepayable or to require such Indebtedness to be prepaid, whether redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, or to exercise remedies in respect of any collateral securing such Indebtedness, prior to its expressed maturity;
(i) failure by Royalty Sub to comply in any material respect with any of the covenants set forth in clauses (a), (b) or (c) of Section 7.1.1, Section 7.1.4 or Section 7.2 (other than clause (j), (n) or (o) thereof), and written notice thereof being given to Royalty Sub by the Administrative Agent at the due date thereof written direction of the Required Lenders; or at a date fixed for prepayment or (ii) failure by acceleration or otherwise;
c. default any Obligor to comply in the due observance or performance of any other covenant, condition or agreement contained in this Agreement, material respect with any of the other covenants, obligations, conditions or provisions binding on it under any Loan Documents, or in any other agreement or document evidencing or pertaining to Obligations, and such other default shall remain unremedied for fifteen Document (15) days or, except for non-monetary default, if such compliance cannot be effected within fifteen (15) days, Borrower commences such compliance within the fifteen (15) days, and diligently and continuously pursues the same;
d. the acceleration of the maturity of any of the Borrower’s indebtedness other than to the Bank;
e. involvement a payment default for which provision is made in financial difficulties as evidenced by:
i. an attachment made on the Borrower’s property clause (a), (b) or assets seeking a sum in excess of $100,000.00 which remains unreleased for a period in excess of sixty (60c) days; or
ii. the inability to pay its debts above) if (including without limitation taxes) generally as they become due; or
iii. the appointment or authorization of a custodian as defined in the Bankruptcy Code; provided, however, that in the case of the appointment of a receiver in an involuntary proceeding this clause (ii) only) such appointment failure continues in effect and undischarged for a period of sixty (60) days; or
iv. 30 days or more after written notice thereof has been given to Royalty Sub by the entry of an order for relief in a voluntary case under any chapter Administrative Agent at the written direction of the Bankruptcy Code; or
v. the filing of an involuntary petition under any chapter of the Bankruptcy Code, which petition remains undismissed for a period of sixty (60) days; or
vi. any other judicial modification or adjustment of the rights of Borrower’s creditorsRequired Lenders;
f. final (g) the occurrence of a Voluntary Bankruptcy or an Involuntary Bankruptcy;
(h) any judgment or order for the payment of money in excess of an aggregate of One Hundred Thousand Dollars ($100,000.00) U.S.$1,000,000 shall be rendered against the Borrower Royalty Sub and the same shall remain undischarged for a either (i) enforcement proceedings have been commenced by any creditor upon such judgment or order or (ii) there is any period of thirty (30) ten consecutive days during which execution a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be effectively stayedin effect;
g. the suspension of business for cause, other than strike, casualty or other cause beyond the Borrower’s control and in the event of such suspension for cause beyond the Borrower’s control, failure to resume operations as soon as possible;
h. dissolution or termination of the legal existence of the Borrower;
i. seizure, forfeiture or confiscation by any federal or state governmental instrumentality of a material portion of the assets of Borrower which shall not have been stayed for a period of sixty (60) days;
j. if the Bank believes in good faith, at any time, that either (a) the prospect of the Borrower’s (i) repayment of Quintiles or the Loan or payment of Pledgor shall have failed to perform in any material respect any of its other obligations respective covenants under the Loan Documents or (ii) performance of its duties thereunder is impaired or (b) there is any Material Adverse Change;
k. with respect to any guaranty and/or subordination agreement included in the Loan Documents, the failure of the same to remain in full force Purchase and effect until the Loan is paid in full and this Agreement is terminated;
l. the existence of any liens for taxes due with respect to the Property unless the liens are being contested in good faith and adequate reserves have been deposited with the Bank, or construction lien claims which have not been dismissed for 30 days or for which escrows, satisfactory in amount to the Bank, have not been established by the BorrowerSale Agreement; or
m. (j) the default Pledgor shall have failed to perform in any material respect any of its covenants of the Borrower or any Guarantor under any other obligation owed to the Bank, or any third party, now existing or arising after the date of this NoteFirst Lien Pledge and Security Agreement.
Appears in 1 contract