Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions: (a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due; (b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or (c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 10 contracts
Sources: Lease Agreement, Lease, Lease
Remedies on Default. Whenever In the event of a default, the Lease may be terminated at the option of the Lessor by notice in writing to Lessee. The notice of termination may be included in a notice of failure of compliance given under Paragraph 19. If the Leased Premises is abandoned by Lessee in connection with a default, termination shall be automatic and without notice. If the Lease is terminated for any Event reason, Lessee’s liability to Lessor for damages for breach shall survive such termination, and the rights and obligations of Default the parties shall be as follows:
21.1 Lessee shall vacate the Leased Premises immediately, remove any property of Lessee including any fixtures which Lessee is required to remove at the end of the Lease term, perform any cleanup, alterations or other work required to leave the Leased Premises in the condition required by this Lease at the end of the term, and deliver all keys to Lessor. Possession to any structure on the Leased Premises shall immediately revert to Lessor and Lessee shall have happened and be continuingno right or claim against Lessor as a result thereof.
21.2 Lessor may re-enter, the Issuer may take any one or more possession of the following remedial actions:Leased Premises, and remove any persons or property by legal action or self-help with the use of reasonable force and without liability for damages.
21.3 Following re-entry or abandonment, Lessor may relet the Leased Premises and in that connection may relet all or part of the Leased Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Lease, upon any reasonable terms and conditions, including the granting of some rent-free occupancy or other rent concession, and may make any suitable alterations and/or refurbish the Leased Premises, or change the character or use of the Leased Premises, but Lessor shall not be required to relet to any Lessee which Lessor may reasonably consider objectionable.
21.4 The foregoing remedies shall be in addition to and shall not exclude any other remedy available to Lessor under applicable law or as set forth in this Lease.
21.5 Any holding over after the expiration of the lease, with the written consent of Lessor, will be construed to be a tenancy from month to month, at 150% of the Basic Rent payable for the period immediately before the expiration of the Term and will otherwise be on the terms and conditions of this Lease. If Lessor consents to any such holding over, either party may thereafter terminate the tenancy at any time upon thirty (a30) By days’ advance written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to other party. Any holding over without consent will be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified thereintenancy at sufferance, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer Lessor may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantnotice.
Appears in 10 contracts
Sources: Land Lease Agreement, Land Lease Agreement, Land Lease Agreement
Remedies on Default. Whenever In the event of a default, the Lease may be terminated at the option of the Lessor by notice in writing to ▇▇▇▇▇▇. The notice of termination may be included in a notice of failure of compliance given under Paragraph 19. If the Leased Premises is abandoned by Lessee in connection with a default, termination shall be automatic and without notice. If the Lease is terminated for any Event reason, ▇▇▇▇▇▇’s liability to Lessor for damages for breach shall survive such termination, and the rights and obligations of Default the parties shall be as follows:
21.1 Lessee shall vacate the Leased Premises immediately, remove any property of Lessee including any fixtures which Lessee is required to remove at the end of the Lease term, perform any cleanup, alterations or other work required to leave the Leased Premises in the condition required by this Lease at the end of the term, and deliver all keys to Lessor. Possession to any structure on the Leased Premises shall immediately revert to Lessor and ▇▇▇▇▇▇ shall have happened and be continuingno right or claim against Lessor as a result thereof.
21.2 Lessor may re-enter, the Issuer may take any one or more possession of the following remedial actions:Leased Premises, and remove any persons or property by legal action or self-help with the use of reasonable force and without liability for damages.
21.3 Following re-entry or abandonment, Lessor may relet the Leased Premises and in that connection may relet all or part of the Leased Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Lease, upon any reasonable terms and conditions, including the granting of some rent-free occupancy or other rent concession, and may make any suitable alterations and/or refurbish the Leased Premises, or change the character or use of the Leased Premises, but Lessor shall not be required to relet to any Lessee which Lessor may reasonably consider objectionable.
21.4 The foregoing remedies shall be in addition to and shall not exclude any other remedy available to Lessor under applicable law or as set forth in this Lease.
21.5 Any holding over after the expiration of the lease, with the written consent of ▇▇▇▇▇▇, will be construed to be a tenancy from month to month, at 150% of the Basic Rent payable for the period immediately before the expiration of the Term and will otherwise be on the terms and conditions of this Lease. If Lessor consents to any such holding over, either party may thereafter terminate the tenancy at any time upon thirty (a30) By days’ advance written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to other party. Any holding over without consent will be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified thereintenancy at sufferance, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer Lessor may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantnotice.
Appears in 5 contracts
Sources: Land Lease Agreement, Land Lease Agreement, Land Lease Agreement
Remedies on Default. (a) Whenever any Event of Default shall have happened occurred and be continuing, the Issuer Agency may take take, to the extent permitted by law, any one or more of the following remedial actionssteps:
(ai) By declare, by written notice to the Company upon acceleration of maturity of the Bonds as provided in the IndentureCompany, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable: (A) all unpaid installments of rent payable by the Company pursuant to Section 4.3(a) and (b) hereof, (B) all unpaid and past due PILOT Payments, (C) all due and owing Recaptured Benefits, and (D) all other payments due under this Lease Agreement; provided, however, that the Owners if an Event of 100% Default specified in aggregate principal amount Section 10.1(a)(vii) hereof shall have occurred and be continuing, such installments of the Outstanding Bonds must provide written consent to the Issuer rent and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate other payments due under this Lease Agreement shall become immediately due and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project payable without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while or the Company is in default in the payment of Basic Rent or Additional Rent or in the performance taking of any other obligation under action by the Base Lease or this Lease, elect to Agency;
(ii) terminate this Lease in accordance with subsection (b) hereunder Agreement and thereafter proceed the Company Lease, reconvey the Equipment to sell its interest in the ProjectCompany and terminate the Sales Tax Exemption authorization. If, in accordance with any of the foregoing provisions of this Article, the Issuer The Agency shall have the right to elect execute appropriate lease termination documents with respect to re-enter the Facility and take control to place the same on record in the Suffolk County Clerk’s office, at the sole cost and expense of the Project, the Issuer may enter and expel the Company and those claiming through or under in such event the Company waives delivery and remove acceptance of such lease termination documents and the property Company hereby appoints the Agency its true and effects lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest), with full power of both substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such lease termination documents; or
(iii) take any other action at law or either in equity which may appear necessary or desirable to collect the payments then due or thereafter to become due hereunder, and to enforce the obligations, agreements and covenants of the Company under this Lease Agreement.
(b) No action taken pursuant to this Section 10.2 (including termination of the Lease Agreement) shall relieve the Company from its obligation to make all payments required by all lawful means without being guilty of any manner of trespass Section 4.3 hereof or due and without prejudice to any remedies for arrears of Basic Rent owing PILOT Payments or Additional Rent or preceding breach of covenantRecaptured Benefits.
Appears in 5 contracts
Sources: Lease and Project Agreement, Lease and Project Agreement, Lease and Project Agreement
Remedies on Default. Whenever any If an Event of Default shall have happened occurs and be is continuing, the Issuer may Trustee as assignee of the Authority has the right, at its option and without any further demand or notice, to take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity Declare all principal components of the Bonds as provided in unpaid Installment Payments, together with accrued interest thereon at the IndentureOverdue Rate from the immediately preceding Interest Payment Date on which payment was made, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall immediately become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Leasepayable. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of Notwithstanding the foregoing provisions of this Articlesubsection (a), the Issuer Trustee shall have rescind and annul such declaration and its consequences if, before any judgment or decree for the right to elect to re-enter and take control payment of the Projectmoneys due has been obtained or entered, (i) the Issuer City deposits with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the Overdue Rate, and (ii) the City pays the reasonable expenses of the Trustee (including any fees and expenses of its attorneys), and (iii) any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) have been made good. No such rescission and annulment will extend to or shall affect any subsequent default, or impair or exhaust any right or power consequent thereon.
(b) Take whatever action at law or in equity may enter appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of this Agreement, or enforce performance and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty observance of any manner obligation, agreement or covenant of trespass the City under this Agreement.
(c) As a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and without prejudice to any remedies for arrears the Bond Owners hereunder, cause the appointment of Basic Rent a receiver or Additional Rent or preceding breach receivers of covenantthe Gross Revenues and other amounts pledged hereunder, with such powers as the court making such appointment may confer.
Appears in 4 contracts
Sources: Installment Sale Agreement, Installment Sale Agreement, Installment Sale Agreement
Remedies on Default. Whenever any an Event of Default shall have happened and be continuingsubsisting, the Issuer may take any one either or more both of the following remedial actionssteps may be taken:
(a) By written notice The Authority or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Company, only, however, insofar as they pertain to the Project; or
(b) The Authority or the Trustee may pursue all remedies now or hereafter existing at law or in equity to recover all amounts, including all Loan Payments and Additional Payments and under Section 4.9 hereof the purchase price of Bonds tendered for purchase, then due and thereafter to become due under this Agreement, or to enforce the performance and observance of any other obligation or agreement of the Company upon acceleration under this Agreement. Notwithstanding the foregoing, the Authority shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Authority at no cost or expense to the Authority. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of maturity Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be are immediately due and payable as liquidated damages from the Company, whereupon the same also shall become immediately due constitute a rescission and payable by the Company provided, however, that the Owners annulment of 100% in aggregate principal amount any corresponding declaration made pursuant to this Section and a rescission and annulment of the Outstanding Bonds must provide written consent to the Issuer consequences of that declaration and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this LeaseEvent of Default with respect to which that declaration has been made, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and that no such re-entry rescission and annulment shall extend to or taking of control of the Project shall be construed as an election to terminate the Base Lease affect any subsequent or this Lease, and no such re-entry other default or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of impair any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantconsequent thereon.
Appears in 4 contracts
Sources: Loan Agreement (Cincinnati Gas & Electric Co), Loan Agreement (Psi Energy Inc), Loan Agreement (Cincinnati Gas & Electric Co)
Remedies on Default. Whenever any Event of such Lease Default shall have happened and be continuing, the Issuer may or the Trustee may, with the consent of the Credit Obligor, take any one or more of the following remedial actionssteps:
(a1) By written notice to Declare all installments of Basic Rental Payments for the Company upon acceleration of maturity remainder of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Term to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(b2) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of Reenter the Project, without terminating this Lease Agreement, and, upon ten days' prior written notice to the User and re-enter Credit Obligor, relet the Project or take control any part thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf account of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereofUser, for such term or terms (including a term extending beyond the Lease Term) and at such rental rentals and upon such other terms and conditions as are deemed advisableconditions, with including the right to make alterations and repairs to the ProjectProject or any part thereof, as the Issuer may, with the approval of the Trustee and Credit Obligor, deem advisable, and no such re-entry or taking of control reentry and reletting of the Project shall not be construed as an election to terminate the Base this Lease or this Lease, and no such re-entry or taking of control shall Agreement nor relieve the Company User of its obligation obligations to pay Basic Rent or and Additional Rent (at the time or times provided herein), or of to perform any of its other obligations under the Base this Lease or this LeaseAgreement, all of which shall survive such re-entry or taking of control. The Company reentry and reletting, and the User shall continue to pay the Basic Rent and all Additional Rent provided for in this Lease Agreement until the end of the Lease Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection after deducting all of the Issuer's and Trustee's expenses in connection with such reletting, including, without limitation, all repossession costs, brokers' commissions, attorneys' fees, alteration costs and expenses of preparation for reletting;
(c3) hereunderTerminate this Lease Agreement, exclude the User from possession of the Project and, if the Issuer or Trustee elects so to do, lease the Trustee acting on behalf same for the account of the Issuer may (subjectIssuer, however, holding the User liable for all rent due up to any restrictions against termination the date such lease is made for the account of the Base Lease Issuer; or
(4) Take whatever legal proceedings may appear necessary or desirable to collect the Rental Payments then due, whether by declaration or otherwise, or to enforce any obligation or covenant or agreement of the User under this Lease in the Indenture), Agreement or by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantlaw.
Appears in 4 contracts
Sources: Lease Agreement (Cavalier Homes Inc), Lease Agreement (Cavalier Homes Inc), Lease Agreement (Cavalier Homes Inc)
Remedies on Default. Whenever any Event of Default has occurred and shall have happened and be continuing, the Issuer may take any one or more of non-defaulting Party shall have the following remedial actionsrights and remedies:
(a) By Upon thirty (30) Business Days prior written notice to the Company, if the Company upon acceleration of maturity of the Bonds as provided is then in the Indenturedefault, the Trustee may declare Jurisdictions shall have the aggregate amount option to terminate this Agreement, unless (i) the Event of all unpaid Basic Rent Default is fully cured prior to the expiration of such thirty (30) day period or Additional Rent then or thereafter required to be paid under this Lease by (ii) during such thirty (30) day period, the Company has taken all necessary and appropriate steps that can be reasonably completed within such period and continues to be immediately due proceed with uninterrupted reasonable diligence to Cure such Event of Default within a reasonable time thereafter (which, if the Event of Default is the payment of monies and payable as liquidated damages results from restraint by a court or regulatory agency, shall mean the Companyundertaking and prosecution of prompt, whereupon the same shall become immediately due and payable by the Company provideddiligent, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent good faith efforts to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueremove such restraint);
(b) Give Upon thirty (30) Business Days prior written notice to the Jurisdictions, if the Jurisdictions are then in default, the Company written notice of intention shall have the option to terminate this Lease Agreement, unless (i) the Event of Default is fully cured prior to the expiration of such thirty (30) day period or (ii) during such thirty (30) day period, the Jurisdictions has taken all necessary and the Base Lease on appropriate steps that can be reasonably completed within such period and continues to proceed with uninterrupted reasonable diligence to Cure such Event of Default within a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given andreasonable period of time thereafter (which, if all defaults have not then been cured on the date so specifiedEvent of Default is the payment of monies and results from restraint by a court or regulatory agency, shall mean the Company’s leasehold interest in the Project shall ceaseundertaking and prosecution of prompt, and this Lease shall thereupon be terminateddiligent, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; orgood faith efforts to remove such restraint);
(c) Without terminating Upon written notice to the Base Lease or this LeaseJurisdictions, conduct inspections or an Environmental Assessment of if the Project, and re-enter the Project or take control thereof pursuant Jurisdictions have failed to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse pay amounts owed to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this LeaseAgreement, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right option, within ninety (90) days thereafter after such demand without terminating this Agreement, to elect to re-enter and take control stop accepting Acceptable Waste delivered or tendered for delivery by the Jurisdictions, until such Event of the Project, the Issuer may enter and expel the Company and those claiming through Default is Cured or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantthis Agreement is terminated.
Appears in 4 contracts
Sources: Waste Disposal and Service Agreement, Waste Disposal and Service Agreement, Waste Disposal and Service Agreement
Remedies on Default. Whenever any an Event of Default shall have happened and be continuingsubsisting, the Issuer may take any one or more of the following remedial actionssteps may be taken:
(a) By written notice to the Company upon If acceleration of maturity the principal amount of the Bonds as provided in has been declared pursuant to Section 10.02 of the Indenture, the Trustee may shall declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Loan Payments to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specifiedThe Issuer, the Company’s leasehold interest in Bank or the Project shall ceaseTrustee may have access to, inspect, examine and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term make copies of the Base Leasebooks, records, accounts and financial data of the Borrower pertaining to the Project; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter pursue all remedies now or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and hereafter existing at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent law or in equity to collect all amounts then due and thereafter to become due under this Agreement or to enforce the performance and observance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any agreement of the foregoing provisions of this ArticleBorrower under those instruments. Notwithstanding the foregoing, the Issuer shall have not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the right Issuer at no cost or expense to elect the Issuer. Any amounts collected as Loan Payments or applicable to re-enter Loan Payments and take control any other amounts which would be applicable to the payment of Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the ProjectIndenture or, if the Issuer may enter outstanding Bonds have been paid and expel discharged in accordance with the Company provisions of the Indenture, shall be paid as provided in Section 5.06 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission by the Trustee of its declaration that all of the Bonds are immediately due and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty payable also shall constitute an annulment of any manner corresponding declaration made pursuant to paragraph
(a) of trespass this Section and without prejudice a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration has been made, provided that no such waiver or rescission shall extend to or affect any remedies for arrears of Basic Rent subsequent or Additional Rent other default or preceding breach of covenantimpair any right consequent thereon.
Appears in 3 contracts
Sources: Loan Agreement, Loan Agreement, Loan Agreement
Remedies on Default. Whenever Upon the happening and during the continuance of any Event of Default Default, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Issuer may take Security Instruments or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following remedial actionsrights and remedies:
(a) By written notice to Lender may accelerate all of Borrowers’ Obligations under the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, Loan Documents whereupon the same such Obligations shall become immediately due and payable payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;each Borrower).
(b) Give the Company written notice Lender may apply to any court of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall ceasecompetent jurisdiction for, and this Lease shall thereupon be terminatedobtain appointment of, and the Issuer may re-enter and control the Project a receiver for the remaining term all or any of the Base Lease; orProperties.
(c) Without terminating Lender may set off the Base Lease amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or this Leaseother property of any Borrower now or hereafter on deposit with, conduct inspections held by or an Environmental Assessment in the possession of Lender to the Projectcredit or for the account of any Borrower, and re-enter the Project or take control thereof pursuant without notice to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation consent of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-Borrower.
(d) Lender may enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or into possession of any of its other obligations the Properties and perform any and all work and labor necessary to complete any construction at such Property, including any construction of tenant improvements, and to employ watchmen to protect such Property and the related Improvements. All sums expended by Lender for such purposes shall be deemed to have been advanced to Borrowers under the Base Lease Note and shall be secured by the Security Instruments. For this purpose, each Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the work in the name of such Borrower, and hereby empowers said attorney or this Leaseattorneys, all in the name of such Borrower or Lender:
(i) To use any funds of any Borrower including any balance which shall survive such re-entry or taking may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the purpose of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end completing any construction, including any construction of the Termtenant improvements, whether or not in the Project manner called for in the applicable plans and specifications;
(ii) To make such additions and changes and corrections to any plans and specifications as shall have been reletbe necessary or desirable in the judgment of Lender to complete any construction, less including any construction of tenant improvements;
(iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose;
(iv) To pay, settle or compromise all existing bills and claims which are or may be liens against any Property, or may be necessary or desirable for the net proceeds, if any of reletting the Project. Having elected to re-enter or take control completion of the Project pursuant to subsection (c) hereunder, the Issuer work or the Trustee acting clearance of title to such Property;
(v) To execute all applications and certificates which may be required in the name of any Borrower;
(vi) To enter into, enforce, modify or cancel Leases and to fix or modify Rents on behalf such terms as Lender may consider proper;
(vii) To file for record, at Borrowers’ cost and expense and in any Borrower’s name, any notices of the Issuer completion, notices of cessation of labor, or any other notices that Lender in its sole and absolute discretion may consider necessary or desirable to protect its security; and
(subject, however, viii) To do any and every act with respect to any restrictions against termination such construction which any Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the Base Lease power to prosecute and defend all actions or this Lease proceedings in the Indenture), by notice to the Company given connection with any construction at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions Properties, including any construction of this Articletenant improvements, the Issuer shall have the right and to elect take such actions and to re-enter and take control of the Project, the Issuer require such performance as Lender may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantdeem necessary.
Appears in 3 contracts
Sources: Term Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Term Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Term Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer Bank (acting on behalf of the Issuer, as assignee of the Issuer’s rights hereunder) may take any legal action, including but not limited to, one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the IndentureBond Agreement, the Trustee Bank acting on behalf of the Issuer may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;under this Project Lease.
(b) Give The Bank acting on behalf of the Company Issuer may give the Tenant written notice of intention to terminate this Lease and the Base Project Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given and, if all defaults Events of Default have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this Project Lease shall thereupon be terminated, and terminate. The Bank acting on behalf of the Issuer may re-enter and control take possession of the Project and pursue all its available remedies, including sale of Issuer's interest in the Project and judgment against the Tenant for the remaining term of the Base Lease; orall Basic Rent and Additional Rent then owing, including costs and attorney fees.
(c) Without terminating the Base Lease or this Project Lease, the Bank acting on behalf of the Issuer may conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee Bank acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “"Reasonable cause” " shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without .
(d) Without terminating the Base Lease or this LeaseTerm, the Issuer and the Trustee Bank acting on behalf of the Issuer shall use reasonable diligence to may relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Project Lease, and no such re-entry or taking of control shall nor relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Project Lease, all of which shall survive such re-entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Project Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. .
(e) Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder20.1(c), the Issuer or the Trustee Bank acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Project Lease in the IndentureBond Agreement), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default Default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Project Lease, elect to terminate this Project Lease in accordance with subsection (b20.1(b) hereunder and thereafter proceed to sell its interest in the Project. exercise any remedies lawfully available.
(f) If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer or the Bank acting on behalf of the Issuer, may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantcontract by the Tenant.
(g) Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service Fund for application to pay the Bonds and interest thereon. "Net proceeds" shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting or sale.
(h) The Issuer or the Bank acting on behalf of the Issuer may recover from the Tenant any attorney fees or other expense incurred in exercising any of its remedies under this Project Lease.
Appears in 3 contracts
Sources: Project Lease, Project Lease, Project Lease
Remedies on Default. Whenever In the event of a default, Lessor may exercise all remedies authorized under Oregon law, including the following:
13.3.1 Lessor may terminate this Lease, reserving all rights to damages resulting from ▇▇▇▇▇▇’s breach. Whether or not Lessor terminates this Lease, Lessor may retake possession of the Premises by any Event legal means including self-help, and any relet or use of Default shall have happened the Premises by Lessor will not be deemed a surrender or waiver o f Lessor’s right to damages. If Lessor retakes possession of the Premises, ▇▇▇▇▇▇’s mitigation efforts will be deemed sufficient if Lessor follows standard procedures otherwise used by Lessor for locating tenants for the Building or diligently pursuing commercially reasonable repairs or renovations, and otherwise complies with Law.
13.3.2 Lessee will be continuingliable to Lessor for all damages caused by ▇▇▇▇▇▇’s default. Lessor may periodically sue Lessee to recover damages as they accrue, the Issuer and no action therefor will bar a later action for damages accruing thereafter. Lessor may take elect in any one or more of the following remedial actions:
(a) By written notice action to the Company upon acceleration of maturity of the Bonds recover both accrued damages as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required well as damages attributable to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or.
13.3.3 Lessor may, but will not be obligated to, make any payment or perform any obligation under this Lease that ▇▇▇▇▇▇ has failed to perform, as and when required hereunder. Lessee will pay Lessor for all expenditures and costs incurred by ▇▇▇▇▇▇ in performing any obligation of ▇▇▇▇▇▇, upon demand, with interest thereon at the rate of nine (c9) Without terminating percent per year compounded monthly, but in no event at a rate in excess of that allowed by Law. Lessor’s right to cure any Lessee default is for the Base Lease or this Lease, conduct inspections or an Environmental Assessment sole protection of the ProjectLessor, and re-enter the Project or take control thereof pursuant in no event will Lessee be released from any obligation to legal proceedings or any notice provided for by law perform all of Lessee’s obligations and covenants under this Lease. The Issuer Any action or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation inaction by Lessor under this Article 13 will not be deemed a waiver by Lessor of any Environmental Law or the existence or threat other right that Lessor may have arising from any default of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Termby ▇▇▇▇▇▇, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation Lessor exercises its rights under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 3 contracts
Sources: Commercial Lease Agreement, Commercial Lease Agreement, Commercial Lease Agreement
Remedies on Default. Whenever any Event Upon the occurrence of Default shall have happened and be continuing, the Issuer may take any one or more Events of Default, the Landlord may, at its option, and in addition to and without prejudice to all rights and remedies of the following remedial actionsLandlord available to it either by any other provision of this Lease or by statute or the general law:
(a) By written notice be entitled to the Company upon acceleration of maturity full amount of the Bonds as provided in current month’s and the Indenture, the Trustee may declare the aggregate amount next three months’ installments of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be which shall immediately become due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent Landlord may immediately duedistrain for the same, together with any arrears then unpaid;
(b) Give without notice or any form of legal process, forthwith re-enter upon and take possession of the Company Leased Premises or any part thereof in the name of the whole and re-let the Leased Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees fit and remove and sell the Tenant’s merchandise, stock in trade, goods, chattels and trade fixtures therefrom, any rule of law or equity to the contrary notwithstanding;
(c) seize and sell such goods, chattels and equipment of the Tenant as are in the Leased Premises and may apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction or otherwise, and either in bulk or by individual item, all as the Landlord in its sole discretion may decide;
(d) terminate this Lease by leaving upon the Leased Premises ten (10) days prior written notice of intention the termination, and termination shall be without prejudice to terminate this Lease and the Base Lease on a date specified thereinLandlord’s right to damages; it being agreed that the Tenant shall pay to the Landlord as damages the loss of income of the Landlord to be derived from the Leased Premises for the unexpired portion of the Term had it not been terminated, which date provided that the Landlord shall not be earlier entitled in any event to receive any damages greater than 30 Business Days after such notice is given and, if all defaults have not then been cured on those damages the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon Landlord would be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Leaseentitled to receive at law; or
(ce) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter into and upon the Project or take control thereof pursuant to legal proceedings Leased Premises or any notice provided for by law and this Lease. The Issuer or part thereof in the Trustee acting on behalf name of the Issuer may refuse whole and repossess and enjoy the same as of the Landlord’s former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to entering, terminating, re-enter letting, collecting sums due or take control of payable by the Project without terminating the Base Lease Tenant or this Leaserealizing upon assets seized including tenant inducements, the Issuer leasing commissions, legal fees on a solicitor and client basis and all disbursements and the Trustee acting on behalf expense of keeping the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the ProjectLeased Premises in good order, and no such preparing the same for re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantletting.
Appears in 2 contracts
Sources: Commercial Lease Agreement, Commercial Lease Agreement
Remedies on Default. Whenever 9.1 If any Event proceeding in bankruptcy, receivership, liquidation or insolvency is commenced against HEARTLAND or its property, and the same is not dismissed within thirty (30) days, or if HEARTLAND makes an assignment for the benefit of Default shall have happened its creditors, becomes insolvent, commits any act of bankruptcy, ceases to do business as a going concern, or ceases to provide support services for the System or any part thereof due to no fault of CUSTOMER, CUSTOMER may terminate this Agreement.
9.2 Subject to the provisions herein, if HEARTLAND breaches any covenant, representation, warranty and/or agreement provided herein including, but not limited to, its obligation to provide the Software that meets the user documentation or specifications contained in HEARTLAND’s response to the RFP, and be continuing, the Issuer may take any one or more falls to remedy such breach on a reasonable basis within thirty (30) days after receipt of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenturethat effect from CUSTOMER, the Trustee CUSTOMER may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; orAgreement without further obligation or liability.
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation 9.3 If CUSTOMER fails to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent amount when due hereunder and Additional Rent provided for in this Lease until the end of the Term, whether or has not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company notified HEARTLAND that it is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Leasegood faith disputing such payment, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer then HEARTLAND shall have the right to elect terminate this Agreement if it has given CUSTOMER thirty (30) days prior written notice of such failure to repay and CUSTOMER has not remitted payment upon the expiration of such 30-enter and take control of the Projectday period.
9.4 If this Agreement is terminated for cause, the Issuer may enter and expel the Company and those claiming through party in breach shall be responsible for all reasonable attorney fees related to such termination.
9.5 The nonpayment or under the Company and remove the property and effects of both or either by all lawful means without being guilty nonperformance of any manner obligation of trespass CUSTOMER hereunder shall not be deemed a default unless the same shall not have been cured within thirty (30) days after written notice to CUSTOMER of such nonpayment or nonperformance; any nonperformance which, in the exercise of due diligence, cannot be cured within such thirty (30) day period shall not be deemed a default so long as CUSTOMER shall within such period commence and without prejudice thereafter continue diligently to cure such nonperformance.
9.6 The nonpayment or nonperformance of any remedies for arrears obligation of Basic Rent HEARTLAND hereunder shall not be deemed a default unless the same shall not have been cured within thirty (30) days after written notice to HEARTLAND of such nonpayment or Additional Rent or preceding breach nonperformance; any nonperformance which, in the exercise of covenantdue diligence, cannot be cured within such 30-day period shall not be deemed a default so long as HEARTLAND shall within such period commence and thereafter continue diligently to cure such nonperformance.
Appears in 2 contracts
Sources: Subscription Support Agreement, Subscription Support Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company and the Lender upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company and the Lender written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 10 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control possession of the Project without terminating the Base Lease or Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlpossession. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 2 contracts
Sources: Lease, Lease Agreement
Remedies on Default. Whenever Upon the happening and during the continuance of any Event of Default Default, Lender shall have happened and be continuingthe right, in addition to any other rights or remedies available to Lender under the Issuer may take Mortgage or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following remedial actionsrights and remedies:
(a) By written notice to Lender may accelerate all of Borrower’s Obligations under the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, Loan Documents whereupon the same such Obligations shall become immediately due and payable payable, without notice of default, acceleration or intention to accelerate, presentment or demand for payment, protest or notice of nonpayment or dishonor, or notices or demands of any kind or character (all of which are hereby waived by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;Borrower).
(b) Give the Company written notice Lender may apply to any court of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall ceasecompetent jurisdiction for, and this Lease shall thereupon be terminatedobtain appointment of, and the Issuer may re-enter and control the Project a receiver by ex parte application or otherwise for the remaining term of the Base Lease; orProperty.
(c) Without terminating Lender may set off the Base Lease amounts due Lender under the Loan Documents against any and all accounts, credits, money, securities or this Leaseother property of Borrower now or hereafter on deposit with, conduct inspections held by or an Environmental Assessment in the possession of Lender to the credit or for the account of Borrower, without notice to or the consent of Borrower.
(d) Lender may enter into possession of the ProjectProperty and perform any and all work and labor necessary to complete any construction at the Property, including any construction of tenant improvements, and re-enter to employ watchmen to protect the Project or take control thereof pursuant to legal proceedings or any notice provided for Property and the Improvements. All sums expended by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause Lender for such refusalpurposes shall be deemed to have been advanced to Borrower under the Note and shall be secured by the Mortgage. “Reasonable cause” shall include For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution, which power is coupled with an interest, to complete the presence on work in the Project name of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the ProjectBorrower, and no such re-entry hereby empowers said attorney or taking attorneys, in the name of control Borrower or Lender:
(i) To use any funds of Borrower including any balance which may be held by Lender and any funds (if any) which may remain unadvanced hereunder for the Project shall be construed as an election to terminate the Base Lease or this Leasepurpose of completing any construction, and no such re-entry or taking including any construction of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Termtenant improvements, whether or not in the Project manner called for in the applicable plans and specifications;
(ii) To make such additions and changes and corrections to any plans and specifications as shall have been reletbe necessary or desirable in the judgment of Lender to complete any construction, less including any construction of tenant improvements;
(iii) To employ such contractors, subcontractors, agents, architects and inspectors as shall be necessary or desirable for said purpose;
(iv) To pay, settle or compromise all existing bills and claims which are or may be liens against the net proceedsProperty, if any of reletting or may be necessary or desirable for the Project. Having elected to re-enter or take control completion of the Project pursuant to subsection (c) hereunder, the Issuer work or the Trustee acting clearance of title to the Property;
(v) To execute all applications and certificates which may be required in the name of Borrower;
(vi) To enter into, enforce, modify or cancel Leases and to fix or modify Rents on behalf such terms as Lender may consider proper;
(vii) To file for record, at Borrower’s cost and expense and in Borrower’s name, any notices of the Issuer completion, notices of cessation of labor, or any other notices that Lender in its sole and absolute discretion may consider necessary or desirable to protect its security; and
(subject, however, viii) To do any and every act with respect to any restrictions against termination such construction which Borrower may do in its own behalf. It is understood and agreed that this power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked. Said attorney-in-fact shall also have the Base Lease power to prosecute and defend all actions or this Lease proceedings in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance connection with any construction at the Property, including any construction of the foregoing provisions of this Articletenant improvements, the Issuer shall have the right and to elect take such actions and to re-enter and take control of the Project, the Issuer require such performance as Lender may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantdeem necessary.
Appears in 2 contracts
Sources: Term Loan Agreement, Term Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueCompany;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days 10 days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment environmental assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control possession of the Project without terminating the Base Lease or Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlpossession. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company Company, provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 2 contracts
Remedies on Default. Whenever any Event event of Default default referred to in Section 13.1 hereof shall have happened and be continuingcontinuing with respect to the Facilities, the Issuer may Lessor shall have e right, at its option and without any further demand or notice, to take any one or more any combination of the following remedial actions:steps.
(ai) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the IndentureThe Lessor, the Trustee with or without terminating this Lease, may declare all Rental Payments due or to become due during the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by Fiscal Year in effect when the Company default occurs to be immediately due and payable as liquidated damages from by the CompanyCouncil, whereupon the same such Rental Payments shall become be immediately due and payable payable.
(ii) The Lessor, with or without terminating this Lease, may repossess the Facilities by giving the Company provided, however, that Council written notice to surrender the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent Facilities to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project Lessor for the remaining term of the Base Ground Lease; or, whereupon the Council shall do so in the manner provided in Section 13.3. If the Facilities or any portion of it has been destroyed or damaged beyond repair, the Council shall pay the applicable Purchase Option Price of the Facilities, as set forth in Exhibit B (less credit for Net Proceeds), to the Lessor. Notwithstanding the fact that the Lessor has taken possession of the Facilities, the Council shall continue be responsible for the Rental Payments due during the Fiscal Year then in effect. If this Lease has not been terminated, the Lessor shall return the Facilities to the Council at the Council’s expense when the event of default is cured.
(ciii) Without terminating If the Base Lessor terminates this Lease or this Lease, conduct inspections or an Environmental Assessment and takes possession of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this LeaseFacilities, the Issuer and the Trustee acting on behalf of the Issuer Lessor shall thereafter use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed best efforts to sell or lease its interest in the Project. If, Facilities or any portion thereof in a commercially reasonable manner in accordance with applicable State laws. The Lessor shall apply the proceeds of such sale or lease to pay the following items in the following order: (a) all costs incurred in securing possession of the Facilities; (b) all expenses incurred in completing the sale; (c) the applicable Purchase Option Price of the Facilities; and (d) the balance of any Rental Payments owed by the Council during the Fiscal Year then in effect. Any sale proceeds remaining after the requirements of Clauses (a), (b), (c) and (d) have been met may be retained by the Lessor.
(iv) If the proceeds of sale of the Facilities are not sufficient to pay the balance of any Rental Payments owed by the Council during the Fiscal Year then in effect, the Lessor may take any other remedy available at law or in equity to require the Council to perform any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantits obligations hereunder.
Appears in 2 contracts
Remedies on Default. Whenever any Event of Default If the Lessee shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is be in default in the payment of Basic Rent or Additional Rent rent, or in the performance of any of the terms of the Lease and shall fail to remedy such default within thirty (30) days after written notice of the default from the Lessor, the Lessor may retake possession of the Premises by an unlawful detainer action or other obligation lawful means, and the Lease will terminate, without prejudice, however, to the right of the Lessor to recover from the Lessee all rent due up to the time of such entry. In case of any default and entry by the Lessor, the Lessor shall relet the Premises for the remainder of the term for the highest rent obtainable and may recover from the Lessee any deficiency between the amount obtained by reletting and the rent specified by the Lease. If the Lessor shall at any time be in default in the performance of any of the terms or obligations of the Lessor under the Base Lease or this Lease, elect the Lessee may fix the problem involved and deduct the cost, including administrative costs, from the rent, if the Lessor fails to terminate this Lease fix the problem after ▇▇▇▇▇▇ notifies the Lessor in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any writing of the foregoing provisions of this Articledefault. Upon such notice, Lessor shall cure the default within a reasonable time as defined in Section 49, or if the default cannot reasonably be cured within a reasonable time, then Lessor shall commence the cure within such reasonable time and prosecute it diligently until completion. If Lessor fails to so act, then it shall be in default and Lessee may elect its remedies for default. If the Lessee chooses not to fix the problem or cannot fix the problem, the Issuer shall have Lessee may deduct from the right rent the Lessee's damages, which are to elect be determined by the Lessee's Supply Officer. When deducting damages under this sentence, "damages" means either (1) the costs (including administrative costs) of alleviating or adjusting to re-enter and take control the problem, or (2) the diminution of the Projectvalue of the Lease to the Lessee caused by the Lessor's default. Instead of pursuing the other remedies provided by this paragraph, if the Lessor fails to correct a default within the time set forth herein after receiving written notification of the default from the Lessee, the Issuer Lessee may enter terminate the Lease by giving 30 days written notice of the termination to the Lessor and expel may recover damages from the Company and those claiming through Lessor. This paragraph does not apply to a situation covered by Section 28 ("Untenantability") or to the termination allowed under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantSection 20 (“Wage-Related Requirements”).
Appears in 2 contracts
Sources: Lease Extension and Amendment, Lease Extension and Amendment
Remedies on Default. Whenever any an Event of Default shall have happened occurred and be continuing, the Issuer may take any one or more of the following remedial actionssteps may be taken:
(a) By written notice to If the Company upon acceleration entire amount of maturity Loan Funds have not been disbursed, the Director may terminate any and all of the Bonds as provided in the Indenture, the Trustee Director’s obligations to provide additional Loan Funds under this Agreement;
(b) The Director may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid payments under this Lease by the Company Agreement to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(bc) Give If during the Company written notice 30 day cure period Borrower determines that it will be unable to complete the Project as set forth in Exhibit V and Borrower has not then received from Director all of intention the Loan Funds, Borrower may propose changes to terminate this Lease the Project (the “Revised Project”). Any Revised Project must be proposed in writing to Director prior to the expiration of the cure period. Director, in its sole discretion, may accept or reject the Revised Project. If the Revised Project is accepted by Director, the Revised Project shall be deemed to constitute a cure of Borrower’s non-performance and the Base Lease on Parties shall execute a date specified thereinwritten amendment to this Agreement consistent with the terms and conditions of Director’s acceptance of the Revised Project. Thereafter, which date the award of Loan Funds pursuant to this Agreement shall be deemed to have been made for completion of the Revised Project. If the Revised Project is rejected by Director and Borrower has not otherwise cured its defaults, then this Agreement may be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured terminated as set forth in this Section 5.2;
(d) The Director may increase the annual interest rate on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term outstanding balance of the Base LeaseLoan but in no event may that increase be to a rate in excess of ten percent (10%);
(e) In the event the Agreement is terminated by Director as a result of a Borrower default, Borrower shall repay to Director all of the Loan Funds disbursed to Borrower through the termination date, plus interest;
(f) The Director may exercise any or all of the remedies specified in any Loan Document; or
(cg) Without terminating the Base Lease The Director may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings Agreement or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Projectother Loan Documents, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in enforce the performance and observance of any other obligation or agreement of the Borrower under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the ProjectLoan Documents. If, in accordance with any Upon an Event of Default occurring as a result of the foregoing provisions of this ArticleBorrower’s failure to deliver the Annual Reports required to be delivered to the Director pursuant to Section 4.2(d)(ii), the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice then in addition to any remedies the Director shall have under this Agreement, the Borrower shall pay to the Director liquidated damages calculated at the rate of $500.00 for arrears of Basic Rent each calendar month (or Additional Rent or preceding breach of covenantpart thereof) such Annual Report is not delivered after the date it has become due.
Appears in 2 contracts
Sources: Loan Agreement, Loan Agreement
Remedies on Default. Whenever an Event of Default described in Section 11.01(e) or (g) hereof shall have occurred, the Bonds automatically shall be due and payable, whereupon the Principal amount and Interest at the Default Rate automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Whenever any other Event of Default shall have happened and be continuingoccurred, Lender shall have the Issuer may right, at its sole option without any further demand or notice, to take any one or more any combination of the following remedial actionssteps which are accorded to Lender, as assignee of Issuer, by applicable law without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower:
(a) By written by notice to the Company upon acceleration of maturity of the Bonds as provided in the IndentureIssuer and Borrower, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required Principal amount, and Interest at the Default Rate, to be paid under this Lease by the Company to be immediately forthwith due and payable as liquidated damages from the Companypayable, whereupon the same Principal and Interest amount shall become immediately and be forthwith due and payable by the Company providedBorrower, howeverwithout presentment, that the Owners notice of 100% in aggregate principal amount dishonor, protest or further notice of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare any kind, all unpaid Basic Rent immediately dueof which are hereby expressly waived by Borrower;
(b) Give take possession of the Company written notice Collateral wherever situated, without any court order or other process of intention to terminate this Lease law and without liability for entering the Base Lease on Property or other premises, and lease, sublease or make other disposition of the Collateral for use over a date specified thereinterm in a commercially reasonable manner, which date all for the account of Lender, provided that Borrower shall not be earlier than 30 Business Days after such notice is given andremain directly liable for the deficiency, if all defaults have not then been cured on any, between the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term rent or other amounts paid by a lessee or sublessee of the Base Lease; orCollateral pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys' fees and expenses, incurred with respect to the recovery, repair and storage of the Collateral during such period of time;
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment take possession of the ProjectCollateral wherever situated, without any court order or other process of law and without liability for entering the Property or other premises, and re-enter sell the Project or take control thereof pursuant Collateral in a commercially reasonable manner. All proceeds from such sale shall be applied in the following manner: FIRST, to legal proceedings or any notice provided for by law pay all proper and this Lease. The Issuer or reasonable costs and expenses associated with the Trustee acting on behalf recovery, repair, storage and sale of the Issuer may refuse Collateral, including reasonable attorneys' fees and expenses; SECOND, to re-enter pay (i) Lender the amount of all unpaid Loan Payments or take control of the Project other obligations (whether direct or indirect owed by Borrower to Lender), if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions any, which are in violation of any Environmental Law or then due and owing, together with Interest, at the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the ProjectDefault Rate, and no such re-entry or late charges thereon, (ii) Lender the then Principal amount (taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in into account the payment of Basic Rent or Additional Rent or in past-due Loan Payments as aforesaid), plus a pro rata allocation of Interest, at the performance rate utilized to calculate the Loan Payments, from the next preceding due date of any other obligation under a Loan Payment until the Base Lease or this Leasedate of payment by the buyer, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.and
Appears in 2 contracts
Sources: Bond Purchase and Loan Agreement, Bond Purchase and Loan Agreement
Remedies on Default. Whenever any an Event of Default shall have happened and be continuingsubsisting, the Issuer may take any one either or more both of the following remedial actionssteps may be taken:
(a) By written notice The Authority or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Company, only, however, insofar as they pertain to the Projects; or
(b) The Authority or the Trustee may pursue all remedies now or hereafter existing at law or in equity to recover all amounts, including all Loan Payments and Additional Payments and under Section 4.8 hereof the purchase price of Bonds tendered for purchase, then due and thereafter to become due under this Agreement, or to enforce the performance and observance of any other obligation or agreement of the Company upon acceleration under this Agreement. Notwithstanding the foregoing, the Authority shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Authority at no cost or expense to the Authority. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of maturity Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be are immediately due and payable as liquidated damages from the Company, whereupon the same also shall become immediately due constitute a rescission and payable by the Company provided, however, that the Owners annulment of 100% in aggregate principal amount any corresponding declaration made pursuant to this Section and a rescission and annulment of the Outstanding Bonds must provide written consent to the Issuer consequences of that declaration and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this LeaseEvent of Default with respect to which that declaration has been made, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and that no such re-entry rescission and annulment shall extend to or taking of control of the Project shall be construed as an election to terminate the Base Lease affect any subsequent or this Lease, and no such re-entry other default or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of impair any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantconsequent thereon.
Appears in 2 contracts
Sources: Loan Agreement (Cincinnati Gas & Electric Co), Loan Agreement (Cincinnati Gas & Electric Co)
Remedies on Default. Whenever any an Event of Default shall have happened and be continuingsubsisting, the Issuer may take any one either or more both of the following remedial actionssteps may be taken:
(a) By written notice The Authority or the Trustee may have access to, inspect, examine and make copies of the books, records, accounts and financial data of the Company, only, however, insofar as they pertain to the Project; or
(b) The Authority or the Trustee may pursue all remedies now or hereafter existing at law or in equity to recover all amounts, including all Loan Payments and Additional Payments, then due and thereafter to become due under this Agreement, or to enforce the performance and observance of any other obligation or agreement of the Company upon acceleration under those instruments. Notwithstanding the foregoing, the Authority shall not be obligated to take any step which in its opinion will or might cause it to expend time or money or otherwise incur liability unless and until a satisfactory indemnity bond has been furnished to the Authority at no cost or expense to the Authority. Any amounts collected as Loan Payments or applicable to Loan Payments and any other amounts which would be applicable to payment of maturity Bond Service Charges collected pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the Indenture or, if the outstanding Bonds have been paid and discharged in accordance with the provisions of the Indenture, shall be paid as provided in Section 5.08 of the Indenture for transfers of remaining amounts in the Bond Fund. The provisions of this Section are subject to the further limitation that the rescission and annulment by the Trustee of its declaration that all of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be are immediately due and payable as liquidated damages from the Company, whereupon the same also shall become immediately due constitute a rescission and payable by the Company provided, however, that the Owners annulment of 100% in aggregate principal amount any corresponding declaration made pursuant to this Section and a rescission and annulment of the Outstanding Bonds must provide written consent to the Issuer consequences of that declaration and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this LeaseEvent of Default with respect to which that declaration has been made, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and that no such re-entry rescission and annulment shall extend to or taking of control of the Project shall be construed as an election to terminate the Base Lease affect any subsequent or this Lease, and no such re-entry other default or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of impair any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantconsequent thereon.
Appears in 2 contracts
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company and the Lender upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company and the Lender written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 10 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Term hereof, the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control possession of the Project without terminating the Base Lease or the Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlpossession. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 2 contracts
Remedies on Default. Whenever If any Event of Default referred to in Section 12.1 hereof shall have happened occurred and be continuing, then the Issuer may at the Issuer’s election (subject, however, to any restrictions against acceleration of the maturity of the Bonds or termination of this Lease Agreement in the Indenture), then or at any time thereafter, and while such Event of Default shall continue, take any one or more of the following remedial actions:
(a) By written notice cause all amounts payable with respect to the Company upon acceleration of maturity Bonds for the remainder of the Bonds term of this Lease Agreement to become due and payable, as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give give the Company written notice of intention to terminate this Lease and the Base Lease Agreement on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given andgiven, and if all defaults have not then been cured cured, on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, cease and this Lease Agreement shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without without terminating the Base this Lease or this LeaseAgreement, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or to take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base this Lease or this LeaseAgreement, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed the Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by the Issuer shall be construed as an election on the Issuer’s part to terminate the Base this Lease or this LeaseAgreement, and no such re-entry or taking of control possession by the Issuer shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base this Lease or this LeaseAgreement, all of which shall survive such re-entry or taking of control. The possession, and the Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease Agreement until the end of the this Lease Term, whether or not the Project shall have been relet, less the net proceedsrevenues, if any, of any reletting of the Project after deducting all of the Issuer’s reasonable expenses in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for reletting. Said net revenues of any reletting shall be deposited in the ProjectBond Fund. Having elected to re-re- enter or take control possession of the Project pursuant to subsection (c) hereunderwithout terminating this Lease Agreement, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease Agreement in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment following an Event of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this LeaseDefault, elect to terminate this Lease Agreement on a date to be specified in accordance with subsection such notice, which date shall be not earlier than 30 days after re-entry under (b) hereunder above, and thereafter proceed to sell its interest in if all defaults shall not have then been cured, on the Projectdate so specified this Lease Agreement shall thereupon be terminated. If, If in accordance with any of the foregoing provisions of this Article, Article the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent rent or preceding breach of covenant. The Issuer may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Lease Agreement.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Remedies on Default. Whenever any Event of Default referred to in Sec- tion 9.1 shall have happened and be continuing, it shall be lawful for the Issuer may take Authority to exer- cise any one and all remedies available pursuant to law or more granted pursuant to this Lease Agreement; provided, however, that notwithstanding anything to the contrary herein or in the Indenture, there shall be no right under any circumstances to accelerate the Lease Payments or otherwise declare any Lease Payments not then in default to be immediately due and pay- able or to terminate this Lease Agreement or to cause the fee interest or the leasehold interest of the following remedial actionsTown in the Property to be sold, assigned or otherwise alienated. Each and every cov- enant hereof to be kept and performed by the Town is expressly made a condition and, upon the breach thereof, the Authority may exercise any and all rights of entry and re-entry upon the Property. The Town hereby irrevocably consents to the Authority’s repossession of the Property (excluding the Streets) if such an Event of Default shall occur and consents to the Authority’s re-letting of the Property (excluding the Streets) for the account of the Town. In the event of such default and notwithstanding any re-entry by the Authority, the Town shall, as herein expressly provided, continue to remain liable for the payment of the Lease Pay- ments and/or damages for breach of this Lease Agreement and the performance of all condi- tions herein contained and, in any event, such rent and/or damages shall be payable to the Authority at the time and in the manner as herein provided, to wit:
(a) By written notice The Town agrees to and shall remain liable for the Company upon acceleration payment of maturity all Lease Payments and the performance of all conditions herein contained and shall reimburse the Authority for any deficiency arising out of the Bonds as provided re-leasing of the Property (excluding the Streets), or, in the Indentureevent the Authority is unable to re-lease the Property (excluding the Streets), then for the Trustee may declare the aggregate full amount of all unpaid Basic Rent Lease Payments to the end of the Term of the Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such entry or Additional Rent then or thereafter required to be paid under this Lease re-entry by the Company to be immediately due and payable as liquidated damages from the CompanyAuthority or any suit in unlawful detainer, whereupon the same shall become immediately due and payable or otherwise, brought by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project Authority for the remaining term purpose of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no effecting such re-entry or taking of control obtaining possession of the Project shall be construed Property (excluding the Streets) or the exercise of any other remedy by the Authority.
(b) The Town hereby irrevocably appoints the Authority as an election the agent and attorney-in- fact of the Town to terminate the Base Lease or this Lease, enter upon and no such re-entry or taking of control shall relieve lease the Company of its obligation to pay Basic Rent or Additional Rent Property (at excluding the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (cStreets) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), event of default by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or Town in the performance of any covenants herein contained to be per- formed by the Town and to remove all personal property whatsoever situated upon the Property to place such property in storage or other obligation under suitable place in Marin County, for the Base Lease account of and at the expense of the Town, and the Town hereby exempts and agrees to save harmless the Authority from any costs, loss or this Lease, elect to terminate this Lease damage whatsoever arising or occasioned by any such entry upon and re-leasing of the Property (excluding the Streets) and the removal and storage of such property by the Authority or its duly authorized agents in accordance with subsection the provisions herein contained.
(bc) hereunder The Town hereby waives any and thereafter proceed to sell its interest all claims for damages caused or which may be caused by the Authority in the Project. If, in accordance with any re-entering and taking possession of the foregoing provisions Property (excluding the Streets) as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the Town that may be in or upon the Property.
(d) The Town agrees that the terms of this Article, the Issuer shall have Lease Agreement constitute full and suffi- cient notice of the right to elect of the Authority to re-enter lease the Property (excluding the Streets) in the event of such re-entry without effecting a surrender of this Lease Agreement, and take control further agrees that no acts of the ProjectAuthority in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantotherwise.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Remedies on Default. Whenever any Event of such Lease Default shall have happened occurred and be continuing, the Issuer may or the Trustee may, with the consent of the Credit Obligor (if the Letter of Credit is in effect and the Credit Obligor shall not have dishonored a draw thereunder and a Credit Obligor Insolvency Date shall not have occurred), take any one or more of the following remedial actionssteps:
(a1) By written notice to Declare all installments of Basic Rental Payments for the Company upon acceleration of maturity remainder of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Term to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(b2) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of Reenter the Project, without terminating this Lease Agreement, and, upon ten days’ prior written notice to the User and re-enter Credit Obligor, relet the Project or take control any part thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf account of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereofUser, for such term or terms (including a term extending beyond the Lease Term) and at such rental rentals and upon such other terms and conditions as are deemed advisableconditions, with including the right to make alterations and repairs to the ProjectProject or any part thereof, as the Issuer may, with the approval of the Trustee and Credit Obligor, deem advisable, and no such re-entry or taking of control reentry and reletting of the Project shall not be construed as an election to terminate the Base this Lease or this Lease, and no such re-entry or taking of control shall Agreement nor relieve the Company User of its obligation obligations to pay Basic Rent or and Additional Rent (at the time or times provided herein), or of to perform any of its other obligations under the Base this Lease or this LeaseAgreement, all of which shall survive such re-entry or taking of control. The Company reentry and reletting, and the User shall continue to pay the Basic Rent and all Additional Rent provided for in this Lease Agreement until the end of the Lease Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection after deducting all of the Issuer’s and Trustee’s expenses in connection with such reletting, including, without limitation, all repossession costs, brokers’ commissions, attorneys’ fees, alteration costs and expenses of preparation for reletting;
(c3) hereunderTerminate this Lease Agreement, exclude the User from possession of the Project and, if the Issuer or Trustee elects so to do, lease the Trustee acting on behalf same for the account of the Issuer may (subjectIssuer, however, holding the User liable for all rent due up to any restrictions against termination the date such lease is made for the account of the Base Lease Issuer; or
(4) Take whatever legal proceedings may appear necessary or desirable to collect the Rental Payments then due, whether by declaration or otherwise, or to enforce any obligation or covenant or agreement of the User under this Lease in the Indenture), Agreement or by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantlaw.
Appears in 2 contracts
Sources: Lease Agreement (Accuride Corp), Lease Agreement (Transportation Technologies Industries Inc)
Remedies on Default. Whenever In the event the City desires to exercise any of its rights or remedies as provided herein or otherwise available to the City at law or in equity, the City shall first provide written notice to Developer setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Developer or any transferee or assignee, shall have happened and thirty (30) days from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default Notice, or such longer period as may be continuingreasonably required to complete the cure as soon as reasonably possible under the circumstances. If, following ▇▇▇▇▇▇▇▇▇’s receipt of a Default Notice, Developer does not cure or remedy the Event of Default therein specified within the time provided above, the Issuer City may take any one or more of the following remedial actions at any time prior to Developer’s curing or remedying the Event of Default:
a. Suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by the City, that Developer will cure its default and continue its performance under this Agreement.
b. In the case of a material default that is not cured within a reasonable period of time, Terminate all rights of Developer under this Agreement.
c. Not issue the TIF Bonds or withhold reimbursement from the TIF Bond proceeds.
d. Take whatever action at law or in equity may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement.
e. Pursue and obtain against Developer and each Guarantor full and complete reimbursement for all costs and expenses the City has incurred under this Agreement, including recovery of the outstanding balance of the TIF Bonds. In the event the City should fail to observe or perform any covenant, agreement or obligation of the City on their part to be observed and performed under this Agreement, Developer may take any one or more of the following actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid a. Suspend its performance under this Lease by the Company to be immediately due and payable as liquidated damages Agreement until it receives assurances from the Company, whereupon the same shall become immediately due and payable City deemed adequate by the Company provided, howeverDeveloper, that the Owners City will cure its default and continue its performance under this Agreement.
b. In the case of 100% in aggregate principal amount a material default that is not cured within a reasonable period of time, Terminate all rights of the Outstanding Bonds must provide written consent City under this Agreement.
c. Take whatever action at law or in equity may appear necessary or desirable to the Issuer Developer to enforce performance and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice observance of intention to terminate this Lease and the Base Lease on a date specified thereinany obligation, which date shall not be earlier than 30 Business Days after such notice is given andagreement, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term or covenant of the Base Lease; or
(c) Without terminating the Base Lease or City under this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantAgreement.
Appears in 2 contracts
Sources: Development Agreement, Development Agreement
Remedies on Default. Whenever any Event of Default referred to in Section 10.01 hereof shall have happened and be continuing, BB&T or a receiver may (i) enter the Issuer may Leased Property and take any one or more possession of the following remedial actions:
Leased Property without terminating this Lease, holding the County liable for the difference in the net income derived from such possession and the rents and other amounts payable by the County hereunder during the then-current Renewal Term, or (aii) By written terminate the Lease Term and give notice to the Company upon acceleration of maturity of County to vacate the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages Leased Property within forty-five (45) days from the Companydate of such notice, whereupon and proceed to use its best efforts to again lease the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the CompanyLeased Property or sell BB&T’s leasehold interest in the Project shall ceaseLeased Property in accordance with applicable law, but holding the County liable for all Rent and other payments otherwise due under this Lease shall thereupon be terminatedduring the then-current Renewal Term, or (iii) take whatever action at law or in equity may appear necessary or desirable to collect the Rent then due and the Issuer may re-enter thereafter to become due, or to enforce performance and control the Project for the remaining term observance of any obligation, agreement or covenant of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and County under this Lease. The Issuer Notwithstanding the foregoing or the Trustee acting on behalf any other provision of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and maximum amount of contractual payments or damages that BB&T may recover from the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs County under this Lease is limited to the Project, amount duly budgeted and no such re-entry or taking of control of appropriated by the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided County for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent in the Fiscal Year in which the Event of Default occurs. Any amounts collected pursuant to action taken under this Section shall be applied first to advances and expenses as provided in Section 10.05 hereof, and next to the payment or Additional prepayment of Rent (principal and interest), and any excess to the County. Whenever any Event of Default shall occur, BB&T may take any action at law or in equity which may appear necessary or desirable to collect the payments then due and thereafter to become due or to enforce performance and observance of any other obligation obligation, agreement or covenant of the County under the Base Lease or this Lease, elect to terminate . Upon termination of this Lease as provided in accordance this Section, the County shall not be responsible for the payment of any Rent coming due with subsection (b) hereunder and thereafter proceed respect to sell its interest succeeding Fiscal Years, except that if the County has not delivered possession of the Leased Property to BB&T by December 31 in the Project. Ifyear in which an Event of Nonappropriation has occurred, in accordance with any BB&T shall be entitled to recover from the County, to the extent permitted by applicable law, an amount equal to the amount of the foregoing Rent thereafter coming due during the current Fiscal Year under Section 4.01 hereof which is attributable to the number of days after December 31 during which the County fails to surrender possession of the Leased Property, which amount is hereby determined and stipulated to be just compensation for the occupancy or use of the Leased Property for any such period. The provisions of this Article, Section and the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty exercise of any manner remedy by BB&T or a receiver pursuant to this Section are expressly subject to the provisions of trespass Sections 4.06 and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant11.03 hereof.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement
Remedies on Default. Whenever any Upon the occurrence of an Event of Default shall have happened and be continuingunder the Agreement, the Issuer may Authority or the Trustee, as assignee of the Authority, but only if acceleration of the principal amount of the Bonds has been declared pursuant to the Indenture, shall take any one or more of the following remedial actionssteps:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of Declare all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company payments hereunder to be immediately due and payable as liquidated damages from in the Companyamount sufficient to pay all the principal of and interest on, and all other amounts payable under the terms of the Bonds, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners without notice or demand of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueany kind;
(b) Give Take whatever action at law or in equity as may appear necessary or desirable to collect the Company written notice amounts then due and thereafter to become due or to enforce observance, or performance of intention any covenants, conditions or agreements of the Borrower in this Agreement or any of the Basic Documents;
(c) Exercise any remedy afforded a secured party under the UCC then in effect, to terminate the extent that property subject to this Lease and Agreement or any other Basic Document is property subject to the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest UCC;
(d) Exercise any remedy provided in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base LeaseBasic Documents; or
(ce) Without terminating Draw upon the Base Lease or this LeaseLetter of Credit, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Leaseif any. The Issuer Authority or the Trustee acting on behalf shall give notice to the Borrower, the Remarketing Agent and the Letter of Credit Issuer, if any, of the Issuer may refuse to re-enter or take control exercise of any of the Project if it has reasonable cause for such refusalrights or remedies under this Section. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control Any balance of the Project without terminating moneys collected pursuant to action taken under this Section remaining after payment of all costs and expenses of collection and amounts due hereunder shall be used for the Base Lease or this Lease, the Issuer and the Trustee acting on behalf Payment of the Issuer Bonds; provided that after Payment of the Bonds any such balance shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs be paid to the ProjectBorrower or to the Letter of Credit Issuer, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Leaseif any, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (if at the time or times provided herein), or the Letter of any of its other obligations under Credit Issuer is entitled to the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end benefits of the Term, whether or not Indenture inasmuch as it has been subrogated to the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control rights of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantthereunder.
Appears in 2 contracts
Sources: Loan Agreement (Sherwood Brands Inc), Loan Agreement (Sherwood Brands Inc)
Remedies on Default. (a) Whenever any Event event of Default default referred to in Section 8.1 shall have happened and be continuingcontinuing with respect to any Equipment Group, Lessor shall have the Issuer may right, with or without terminating this Lease Agreement, to take any one or more possession of the following remedial actions:
(a) By Equipment Group as to which such default has occurred by giving Lessee written notice to deliver such Equipment Group to Lessor, whereupon Lessee shall do so in accordance with Section 5.6; or in the Company event Lessee fails to do so within sixty (60) days after receipt of such notice, Lessor may enter upon acceleration of maturity Lessee's premises where such Equipment Group is kept and take possession of the Bonds as provided Equipment Group and charge Lessee for costs incurred in repossessing the IndentureEquipment Group, including reasonable attorneys' fees. Permission for entry to take possession must be obtained from the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to Lessee; such permission will not be paid under unreasonably withheld. If this Lease by the Company has not been terminated with respect to be immediately due such Equipment Group, Lessor shall return and payable as liquidated damages from the Companyshall transfer all right, whereupon the same shall become immediately due title and payable by the Company provided, however, that the Owners of 100% interest in aggregate principal amount of the Outstanding Bonds must provide written consent and to the Issuer and Equipment Group to Lessee at Lessee's expense when the Trustee event of default is cured. This Subsection 8.2(a) shall not apply to declare all unpaid Basic Rent immediately due;any item or part of any Equipment Group that cannot be removed without damage to the property or site on which the Equipment Group is installed.
(b) Give the Company written notice of intention to terminate If Lessor terminates this Lease and takes possession of any Equipment Group, Lessor shall within thirty (30) days thereafter use its best efforts to sell the Base Lease on Equipment Group or any portion thereof in a date specified therein, which date commercially reasonable manner at public or private sale in accordance with applicable State laws. Lessor shall not be earlier than 30 Business Days after apply the proceeds of such notice is given and, if all defaults have not then been cured on sale to pay the date so specified, the Company’s leasehold interest following items in the Project shall ceasefollowing order: (i) all costs reasonably incurred in securing possession of the Equipment Group; (ii) all expenses reasonably incurred in completing the sale; (iii) the applicable Purchase Option Price of the Equipment Group and any other amounts owed by Lessee hereunder during the Fiscal Year then in effect with respect to the Equipment Group. Any sale proceeds remaining after the requirements of Clauses (i), (ii), and this Lease (iii) have been met shall thereupon be terminated, paid to and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; orretained by Lessee.
(c) Without terminating If the Base Lease or this Lease, conduct inspections or an Environmental Assessment proceeds of sale of the Project, and re-enter Equipment Group are not sufficient to pay the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation balance of any Environmental Law Lease Payments owed by Lessee during the Fiscal Year then in effect with respect thereto, Lessor may take any other remedy available at law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected in equity to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence require Lessee to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of perform any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection hereunder.
(cd) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subjectIn no event, however, to any restrictions against termination of shall the Base Lease or Lessee be liable under this Lease Agreement, including without limitation, Article VIII, for any damages, expenses or other amounts in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance excess of any funds legally appropriated and available to Lessee for the purposes of paying Lease Payments or other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any obligations of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantLessee hereunder.
Appears in 2 contracts
Sources: Master Lease Purchase Agreement, Master Lease Purchase Agreement
Remedies on Default. Whenever The Landlord may, at its option, in any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actionscases set out in Section 11.4 and in addition to and without prejudice to all rights and remedies of the Landlord available to it either by any other provision of this Lease or by statute or the general law:
(a) By written notice be entitled to the Company upon acceleration of maturity full amount of the Bonds as provided in current month’s and the Indenture, the Trustee may declare the aggregate amount next ensuing three months’ instalments of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be which shall immediately become due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent Landlord may immediately duedistrain for the same, together with any arrears then unpaid;
(b) Give without notice or any form of legal process, forthwith re-enter upon and take possession of the Company written notice Leased Premises or any part thereof in the name of intention the whole and re-let the Leased Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees fit and remove and sell the Tenant’s goods, chattels and trade fixtures therefrom, any rule of law or equity to the contrary notwithstanding;
(c) seize and sell such goods, chattels and equipment of the Tenant as are in the Leased Premises and may apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction or otherwise, and either in bulk or by individual item, or partly by one means and partly by another, all as the Landlord in its sole discretion may decide;
(d) terminate this Lease and by leaving upon the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such Leased Premises notice is given and, if all defaults have not then been cured on in writing of the date so specified, the Company’s leasehold interest in the Project shall ceasetermination, and this Lease termination shall thereupon be terminated, and without prejudice to the Issuer may re-enter and control Landlord’s right to damages; it being agreed that the Project Tenant shall pay to the Landlord on demand as damages the loss of income of the Landlord to be derived from the Leased Premises for the remaining term unexpired portion of the Base LeaseTerm had it not been terminated; or
(ce) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter into and upon the Project or take control thereof pursuant to legal proceedings Leased Premises or any notice provided for by law and this Lease. The Issuer or part thereof in the Trustee acting on behalf name of the Issuer may refuse whole and repossess and enjoy the same as of the Landlord’s former estate, anything herein contained to the contrary notwithstanding, and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to entering, terminating, re-enter letting, collecting sums due or take control of payable by the Project without terminating the Base Lease Tenant or this Leaserealizing upon assets seized including tenant inducements, the Issuer leasing commissions, legal fees on a substantial indemnity basis and all disbursements and the Trustee acting on behalf expense of keeping the Issuer shall use reasonable diligence to relet Leased Premises in good order, repairing the Project, or parts thereof, same and preparing them for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantletting.
Appears in 2 contracts
Sources: Lease Agreement (Photowatt Technologies Inc.), Lease Agreement (Photowatt Technologies Inc.)
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer Trustee (acting on behalf of the Issuer, as assignee of the Issuer’s rights hereunder) may take any legal action, including but not limited to, one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee Trustee, acting on behalf of the Issuer, may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;under this Project Lease.
(b) Give The Trustee, acting on behalf of the Company Issuer, may give the Tenant written notice of intention to terminate this Lease and the Base Project Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given and, if all defaults Events of Default have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this Project Lease shall thereupon be terminatedterminate. The Trustee, and acting on behalf of the Issuer Issuer, may re-enter and control take possession of the Project and pursue all its available remedies, including sale of Issuer's interest in the Project and judgment against the Tenant for the remaining term of the Base Lease; orall Basic Rent and Additional Rent then owing, including costs and attorneys' fees.
(c) Without terminating the Base Lease or this Project Lease, the Trustee, acting on behalf of the Issuer, may conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee Trustee, acting on behalf of the Issuer Issuer, may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “"Reasonable cause” " shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without .
(d) Without terminating the Base Lease or this LeaseTerm, the Issuer and the Trustee Trustee, acting on behalf of the Issuer shall use reasonable diligence to Issuer, may relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Project Lease, and no such re-entry or taking of control shall nor relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Project Lease, all of which shall survive such re-entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Project Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. .
(e) Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder20.1(c), the Issuer or the Trustee Trustee, acting on behalf of the Issuer Issuer, may (subject, however, to any restrictions against termination of the Base Lease or this Project Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default Default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Project Lease, elect to terminate this Project Lease in accordance with subsection (b20.1(b) hereunder and thereafter proceed to sell its interest in the Project. exercise any remedies lawfully available.
(f) If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer or the Trustee, acting on behalf of the Issuer, may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantcontract by the Tenant.
(g) Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service Fund for application to pay the Bonds and interest thereon. "Net proceeds" shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting or sale.
(h) The Issuer or the Trustee, acting on behalf of the Issuer, may recover from the Tenant any attorneys' fees or other expense incurred in exercising any of its remedies under this Project Lease. Notwithstanding the foregoing, Permanent Lender is granted the right to receive notice of and a reasonable opportunity to cure any event of default under the Lease. Such cure period shall be at least equal to any cure period to which Tenant has a right. Issuer waives any default that cannot be cured by Permanent Lender, including specifically non-monetary defaults and bankruptcy-related issues personal to Issuer.
Appears in 1 contract
Sources: Project Lease
Remedies on Default. Whenever Upon any Event of Default default and upon demand DEBTOR agrees immediately to assemble the Collateral and make it available to SECURED PARTY at the place and time designated in the said demand. SECURED PARTY shall have happened and be continuing, the Issuer may take any one or more entitled to immediate possess ion of the following remedial actions:
Collateral and SECURED PARTY may (ai) By written notice to enter any premises where any Collateral may be located for the Company upon acceleration purpose of maturity taking possession of and removing the same; and (ii) sell, assign, lease or otherwise dispose of the Bonds Collateral or any part thereof, either at public or private sale acceptable to SECURED PARTY, all at SECURED PARTY's sole option and as provided it, in its sole discretion, may deem advisable, and SECURED PARTY may bid or become purchaser at any such sale, if public, free from any right of redemption which is hereby expressly waived by DEBTOR. Until such sale, SECURED PARTY may store the IndentureCollateral on the premises where it is located when seized and, if said premises be the Trustee may declare property of DEBTOR, DEBTOR agrees not to charge SECURED PARTY f or storage thereof for a period of ninety (90) days before or after sale or disposition of said Collateral. Unless the aggregate amount Collateral is perishable or threatens to decline speedily in value or is of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Companya type customarily sold in a recognized market, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount SECURED PARTY will give DEBTOR reasonable notice of the Outstanding Bonds must provide written consent to time and place of any public sale or the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written time after which any private sale or other intended disposition will be made. The requirement of reasonable notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after met if such notice is given andmailed to DEBTOR at least fifteen (15) business days before the time of the ;sale or disposition. The net cash proceeds resulting from the collection, if liquidation, sale or other disposition of the Collateral shall be applied first to the expenses (including all defaults attorneys' reasonable tees) Of storing, processing and preparing for sale, selling, collecting, liquidating and the like, and then to the satisfaction of all liabilities of the DEBTOR to SECURED PARTY, with application as to particular obligations or against principal or interest under the Note to be in SECURED PARTY's sole discretion. DEBTOR shall be liable to SECURED PARTY and shall pay to SECURED PARTY, on demand, any deficiency which may remain after such sale, disposition, collection or liquidation of Collateral, and SECURED PARTY in turn agrees to remit to DEBTOR, or other persons as their interests appear, any surplus remaining after all such liabilities have not then been cured on paid in full. To facilitate the date so specified, exercise by SECURED PARTY of the Company’s leasehold interest rights and remedies set forth in this section in the Project shall ceaseevent of default, and this Lease shall thereupon be terminatedDEBTOR hereby constitutes SECURED PARTY or any other person whom SECURED PARTY may designate, and the Issuer may reas attorney-enter and control the Project in-fact for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this LeaseDEBTOR, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, howeverDEBTOR's expense, to any restrictions against termination of the Base Lease exercise all or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions powers and other powers incidental to the foregoing, all of this Articlewhich, the Issuer being coupled with an interest, shall be irrevocable, shall continue until all obligations have the right to elect to re-enter been paid in full and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice shall be in addition to any other rights and remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantthat SECURED PARTY may have.
Appears in 1 contract
Sources: Security Agreement (Fibercore Inc)
Remedies on Default. Whenever Upon any Event of Default shall have happened and be continuingDefault, the Issuer Lessor may take exercise any one or more of the following remedial actions:remedies set forth in this section, or any other remedy available under applicable law or contained in this Lease.
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee A. Lessor may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under terminate this Lease and keep any and all monies previously collected and advanced to Lessor.
▇. ▇▇▇▇▇▇ may reenter the premises and Tower and remove all persons and property and repossess and enjoy the premises and Tower, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefore). Lessor may use the Company premises and Tower for Lessor's own purposes or relet it, without prejudice to any other remedies that Lessor may have by reason of Lessee's default. None of these actions will be immediately due and payable as liquidated damages from deemed an acceptance of surrender by Lessee. To the Companyextent permitted by law, whereupon Lessee expressly waives the same shall become immediately due and payable by the Company provided, however, that the Owners service of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written any notice of intention to terminate this Lease or to retake the premises and Tower, and waives service of any demand for payment of rent or for possession, and of any and every other notice or demand required or permitted under applicable law.
▇. ▇▇▇▇▇▇ at its option may relet the Base Lease on a date specified thereinwhole or any part of the premises and Tower from time to time, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest either in the Project shall ceasename of Lessor or otherwise, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereoftenants, for such term terms ending before, on, or terms and after the expiration date of the lease term, at such rental rentals and upon such other terms conditions (including concessions and conditions free rent periods) as are deemed advisableLessor, in its sole discretion, may determine to be appropriate. Lessor shall have no obligation to relet the premises and Tower or any part and shall not be liable for refusal or failure to relet the premises and Tower or, in the event of any such reletting, for refusal or failure to collect any rent due upon such reletting. No such refusal or failure shall operate to relieve Lessee of any liability under this Lease or otherwise affect any such liability. Lessor at its option may make such physical changes to the premises and Tower as Lessor, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed relenting, without relieving Lessee of any liability under this Lease or otherwise affecting Lessee's liability. If there is other unleased space on the Tower, Lessor shall have no obligation to attempt to relet the premises and Tower prior to leasing other space on the Tower.
D. Whether or not Lessor retakes possession or relets the premises and Tower, Lessor shall have the right to make alterations recover unpaid rent and repairs all damages caused by the default, including attorneys' fees. Damages shall include, without limitation, (i) all rentals lost, (ii) all legal expenses and other related costs incurred by Lessor following Lessee's default, (iii) all costs incurred by Lessor in restoring the premises and Tower to good order and condition, or in remodeling, renovating, or otherwise preparing the premises and Tower for reletting, and (iv) all costs incurred by Lessor in reletting the premises and Tower, including, without limitation, any brokerage commissions and the value of Lessor's time. Lessor may ▇▇▇ periodically for damages as they accrue without barring a later action for further damages. Lessor may in one action recover accrued damages plus damages attributable to the Projectremaining lease term equal to the difference between the rent reserved in this Lease (including estimated amount of additional rent as determined by Lessor) for the balance of the lease term after the time of award, and no such re-entry or taking of control the fair rental value of the Project premises and Tower for the same period, discounted to the time of award at the rate of 9% per annum. If Lessor has relet the premises and Tower for the period which otherwise would have constituted the unexpired portion of the lease term, or any part, the amount of rent received upon such reletting shall be construed as an election deemed, prima facie, to terminate be the Base Lease fair and reasonable rental value for the part or this Lease, the whole of the premises and no such re-entry or taking Tower so relet during the term of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. relenting.
E. The Company shall continue to pay the Basic Rent and Additional Rent remedies provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, are in addition to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice other remedies available to the Company given Lessor at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent law or in the performance of any other obligation under the Base Lease equity by statute or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantotherwise.
Appears in 1 contract
Remedies on Default. Whenever any Event of Default by the City shall have happened occurred and be continuing, subject to applicable cure periods, the Issuer Developer may take pursue any one remedy at law and in equity, except as provided below, and provided the City’s sole source of payment of any monetary damages under this Agreement shall be expressly limited to the special revenues of the City described in this Agreement. Whenever any Event of Default by the Developer shall have occurred and be continuing, subject to applicable cure periods, the City may (1) pursue any remedy at law and in equity, except as provided below, and/or (2) refuse to approve any further Certificates of Expenditures, make any disbursements until such Event of Default is cured by the Developer. If two or more Events of Default by the following remedial actions:
(a) By written notice Developer occur and continue beyond applicable cure periods, within a successive 12-month period, the City shall, in addition to the Company upon acceleration of maturity of the Bonds as provided remedies set forth in the Indenturepreceding sentence, have the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention option to terminate this Lease Agreement and withhold any disbursements. Notwithstanding any other provision of this Agreement to the Base Lease on a date specified thereincontrary, which date in no event shall the Developer or the City ever be liable for any punitive, special, incidental, or consequential damages in connection with this Agreement, or otherwise. For the purposes of this Section, consequential damages shall include, but not be earlier than 30 Business Days after such notice is given andlimited to, lost profits, lost tax revenue, or other similar losses which are not direct out-of-pocket costs incurred by any non-defaulting Party. Notwithstanding any other provision of this Article, if all defaults have not then been cured on the date so specifiedDeveloper is in default, the Company’s leasehold interest as defined above, of its obligation in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment Agreement to complete construction of the Project, City may enforce said obligation by demanding specific performance of Developer’s obligation. If a Party has instituted any proceeding to enforce any right or remedy under this Agreement by suit or otherwise, and re-enter such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Project Party seeking to enforce the right or take control thereof pursuant remedy, then and in every case the Parties shall, subject to legal proceedings or any notice provided for by law determination in such proceeding, be restored to their former positions and this Leaserights hereunder, and thereafter all rights and remedies of the Parties shall continue as though no such proceeding had been instituted. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation exercise by a Party of any Environmental Law or one remedy shall not preclude the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Leaseexercise by it, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time same or times provided herein)different times, or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation remedies for the same default or breach. No waiver made by a Party shall apply to obligations beyond those expressly waived. Any delay by a Party in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under the Base Lease this Section shall not operate as a waiver of such rights or this Lease, elect to terminate this Lease limit it in accordance with subsection (b) hereunder and thereafter proceed to sell its interest any way. No waiver in the Project. If, in accordance with fact made by a Party of any specific default by another Party shall be considered or treated as a waiver of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice rights with respect to any remedies for arrears of Basic Rent other defaults, or Additional Rent or preceding breach of covenantwith respect to the particular default except to the extent specifically waived.
Appears in 1 contract
Sources: Development Agreement
Remedies on Default. Whenever any an Event of Default shall have happened and be continuingoccurs, the Issuer may City must provide fifteen (15) days written notice to the Developer of the City’s intent to take any one or more of the following remedial actionsactions prior to taking such action:
1. Immediately suspend its performance under this Agreement from the time any notice of an Event of Default is given until it receives assurances from the Developer deemed adequate by the City, within fifteen (a15) By written notice to the Company upon acceleration of maturity days of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount delivery of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, howeverCity’s notice of default, that the Owners of 100% Developer will immediately cure such default and continue their responsible and punctual performance under this Agreement
2. Commence legal or administrative action, in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified thereinlaw or in equity, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Companymay appear necessary or desirable to obtain a judgment for damages caused by Developer’s leasehold interest in the Project shall ceasedefault, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in enforce the performance of any other obligation obligation, agreement, or covenant of the Developer under this Agreement.
3. In the Base Lease case of bankruptcy, receivership, or insolvency proceedings of any kind relating to the Developer or foreclosure proceedings involving the Property / Properties, the successor entity(ies), mortgage and/or lienholder (each, a “Successor”) will become a successor to this LeaseAgreement and be bound by its terms and conditions. If such event involves a Repurchase Option Trigger (as defined below), elect the City shall retain the right described in Section VII.C. below (but not the obligation) to terminate compel the Successor to reconvey the Property / Properties to the City as provided therein. Any changes to the terms and conditions of this Lease DRAFT Agreement will not be permitted without the express prior written consent of the City whose consent for the specific purpose of this paragraph shall not be unreasonably withheld.
4. City agrees that any lender to the Developer, providing financing in accordance connection with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with including the holders of any secured debt, and any investor member of the foregoing provisions of this ArticleDeveloper, the Issuer shall have the right to elect cure any default by the Developer hereunder. To exercise their right under this paragraph, the lender must provide the City with a written offer to re-enter and take control cure no later than fifteen (15) days after the City’s delivery of the Projectnotice of Event of Default. It is the responsibility of the Developer to ensure their lender or lenders receive the City’s notice of Event of Default. The City shall retain the right to object to any offer to cure, or the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty adequacy of any manner cure made by a lender on behalf of trespass and without prejudice the Developer. No provision in this paragraph is intended to any remedies for arrears of Basic Rent waive the City’s rights under sections VII.B or Additional Rent or preceding breach of covenant.VII.C.
Appears in 1 contract
Sources: Real Estate Development Agreement
Remedies on Default. Whenever an Event of Default described in Section 10.01(e) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers. Whenever any Event of Default shall have happened and be continuingoccurred, Lender and/or Collateral Agent shall have the Issuer may right, at its sole option without any further demand or notice, to take any one or more any combination of the following remedial actionssteps which are accorded to Lender by applicable law:
(a) By written by notice to the Company upon acceleration of maturity of the Bonds as provided in the Indentureeither Borrower, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required Prepayment Amount to be paid under this Lease by the Company to be immediately forthwith due and payable as liquidated damages from the Companypayable, whereupon the same Prepayment Amount shall become immediately and be forthwith due and payable payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueBorrowers;
(b) Give proceed by appropriate court action to enforce specific performance by Borrowers of the Company written notice applicable covenants of intention this Agreement or to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project recover for the remaining term breach thereof, including the payment of the Base Lease; orall amounts due from Borrowers. Borrowers shall pay or repay to Lender and Collateral Agent all costs of such action or court action, including, without limitation, reasonable attorneys’ fees;
(c) Without terminating exercise all rights and remedies under any Loan Document and the Base Lease Existing Loan Agreement; and
(d) take whatever action at law or this Leasein equity that may appear necessary or desirable to enforce its rights with respect to the Collateral. Borrowers shall pay or repay to Lender all costs of such action or court action, conduct inspections or an Environmental Assessment including, without limitation, reasonable attorneys’ fees. All proceeds from any disposition of the ProjectCollateral shall be applied in the following manner: FIRST, to pay all proper and re-enter reasonable costs and expenses associated with the Project or take control thereof pursuant to legal proceedings or any notice provided for by law recovery, repair, storage and this Lease. The Issuer or the Trustee acting on behalf sale of the Issuer may refuse Collateral, including reasonable attorneys’ fees and expenses; SECOND, to re-enter pay (i) Lender the amount of all unpaid Loan Payments or take control of the Project other obligations (whether direct or indirect owed by Borrowers to Lender), if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions any, which are in violation of any Environmental Law or then due and owing, together with interest and late charges thereon, (ii) Lender the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or then applicable Prepayment Amount (taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in into account the payment of Basic Rent or Additional Rent or in past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the performance rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any advances and other obligation under the Base Lease amounts payable to Lender or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.Collateral Agent hereunder; and
Appears in 1 contract
Sources: Loan Agreement (Landec Corp \Ca\)
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;Tenant.
(b) Give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days Ten (10) days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control take possession of the Project for the remaining term as of the Base LeaseIssuer's former estate; or
(c) Without without terminating the Base Lease term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease term or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by Issuer shall be construed as an election on Issuer's part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by Issuer shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company possession, and Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any reletting of the Project after deducting all of Issuer's expenses incurred in connection with such reletting, including without limitation, all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting. Net proceeds of any reletting shall be deposited in the ProjectPrincipal and Interest Payment Account. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or of Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant. Notwithstanding any provision of this Lease to the contrary and regardless of any election by Issuer or Trustee with respect to the exercise of any remedies provided herein, whenever an Event of Default shall have occurred and be continuing, Tenant shall not have the right to exercise any discretion or election with respect to the custody, use, application or other disposition of monies deposited or required to be deposited with Trustee by tenant or on behalf of Tenant, including but not limited to, proceeds of any insurance or condemnation awards.
Appears in 1 contract
Sources: Lease (Collins Industries Inc)
Remedies on Default. (a) Whenever any Event of Default shall have happened occurred and be continuingcontinuing beyond the cure period, subject to Section 5.07(c) the Authority shall have the right, at its option and without any further demand or notice, to take whatever action at law or in equity may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Redeveloper under this Contract, including, but not limited to, the Issuer following: institute such proceedings in law or equity as may take any one be necessary or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided desirable in the Indenture, Authority's sole opinion to compensate the Trustee may declare the aggregate amount of Authority for any damages resulting from all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease breaches by the Company to be immediately due and payable as liquidated damages from the CompanyRedeveloper, whereupon the same shall become immediately due and payable by the Company providedincluding, howeverbut not limited to, that the Owners proceeding for specific performance, breach of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;contract and/or damages
(b) Give Notwithstanding anything to the Company written notice of intention to terminate contrary set forth in this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specifiedContract, the Company’s leasehold interest Authority shall, in no way, be limited to the Project shall ceaseterms of this Contract in enforcing, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term implementing and/or otherwise causing performance of the Base Lease; orprovisions of this Contract, the Redevelopment Plan and/or Urban Renewal Plan or in exercising its right and authority to condemn the Property after the Redeveloper's Default and failure to cure during the Cure Period as provided in this Contract.
(c) Without terminating Upon an Event of Default, the Base Lease Authority shall provide the Trustee and Sole Bondowner written notice of such default which specifies the Default and affords the Trustee and Sole Bondowner thirty (30) days to cure such Event of Default. Any such cure by either the Trustee or this LeaseSole Bondowner shall be accepted by the Authority as though the cure was provided by the Redeveloper. LCRA Redevelopment Contract Palestine Gardens Multifamily Housing Project Notwithstanding the foregoing, conduct inspections or an Environmental Assessment of any cure by either the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer Trustee or the Sole Bondowner shall be at each of their sole discretion and shall not obligate either the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a Sole Bondowner to take further remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantaction.
Appears in 1 contract
Sources: Redevelopment Contract
Remedies on Default. Whenever any Event of Default referred to in Section 12.1 hereof shall have happened and be continuingcontinuing with respect to the Lease Purchase Improvements, the Issuer may take party not in default shall have the right, at its option and without any one further demand or more of the following remedial actionsnotice, to:
(a) By written notice to If before the Company upon acceleration of maturity of the Bonds as provided in the IndentureCommencement Date, the Trustee party not in default may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid suspend its performance under this Lease by the Company to be immediately due and payable as liquidated damages Purchase Agreement until it receives assurances from the Company, whereupon the same shall become immediately due and payable by the Company provided, howeverparty in default, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer it will cure its default and the Trustee to declare all unpaid Basic Rent immediately duecontinue its performance under this Agreement;
(b) Give If before or after the Company written notice of intention to Commencement Date, upon a Developer default, the City may terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; orPurchase Agreement;
(c) Without terminating Upon a City default after the Base Commencement Date, the Developer may terminate this Lease or this LeasePurchase Agreement. In such event, conduct inspections or an Environmental Assessment the City shall surrender possession of the ProjectDevelopment Property and Lease Purchase Improvements to Developer under Section 12.3, and re-enter Developer may sell or lease the Project or take control thereof pursuant to legal proceedings or any notice provided for by law Development Property and this LeaseLease Purchase Improvements in a commercially reasonable manner. The Issuer or In the Trustee acting on behalf event of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are a sale, proceeds received in violation excess of any Environmental Law or unpaid Aggregate Lease Payments, less the existence or threat of a remedial action against reasonable costs incurred by Developer in connection with the Company under default and sale, shall be paid first to the Guarantor in an amount equal to any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisablepreviously unreimbursed Shortfall Payments, with the right to make alterations and repairs remainder paid to the ProjectCity and Guarantor in a pro rata fashion based upon the percentage of Initial Lease Payments and Periodic Lease Payments made by the City and Guarantor;
(d) The party not in default may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to enforce performance and no such re-entry observance of any obligation, agreement, or taking of control covenant of the Project shall be construed party in default, as an election to terminate the Base Lease or this Leasecase may be, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the TermPurchase Agreement; and/or
(e) The party not in default may draw upon any bond, whether warranty, guarantee or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project security provided pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions terms of this Article, the Issuer shall have the right Lease Purchase Agreement according to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantits terms.
Appears in 1 contract
Sources: Master Lease Purchase Agreement
Remedies on Default. Whenever any Event In the event the Lessee does not pay the rents reserved herein as and when the same are due, and within ten (10) days after written notice of Default said default shall have happened and be continuingbeen given to the Lessee, or the Issuer may take Lessee's failure to perform any one or more other of the following remedial actions:
terms, conditions or covenants of this Lease to be observed or performed by the Lessee for more than thirty (a30) By days after written notice of such default shall have been given to the Company upon acceleration of maturity Lessee, or if the Lessee or any agent of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter Lessee shall falsify any report required to be paid under furnished to the Lessor pursuant to the terms of this Lease, or if the Lessee shall abandon said premises, or suffer this Lease to be taken under any writ of execution, then the Lessor besides other rights or remedies it may have, shall have the immediate right of re-entry and may remove all persons and property from the leased premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of the Lessee, all without service of notice except as provided above; or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. The Lessor may, however, retain for satisfaction of the Lessee's obligations only, so much of said personal property as is necessary to cure the default of the Lessee as authorized by this Lease. Should the Company Lessor at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from the Lessee all damages it may incur by reason of such breach, including the cost of recovering the leased premises and reasonable attorney's fees, all of which amount shall be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent Lessee to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantLessor.
Appears in 1 contract
Sources: Lease Agreement (Inland Northwest Bancorporation Inc)
Remedies on Default. Whenever In the event of any Event of Default shall have happened hereunder which remains uncured following notice from Beneficiary and be continuingany cure period for such Default set forth herein, the Issuer may take any one or more of the following remedial actions:
(a) By written notice Beneficiary, at Beneficiary's option, and to the Company upon acceleration extent permitted by applicable law, may, by delivering to Trustee a written declaration of maturity of the Bonds as provided in the Indenturedefault and demand for sale, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease executed by the Company to be immediately due Beneficiary and payable as liquidated damages from the Companyreciting facts demonstrating such default by Trustor, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company together with a written notice of intention default, cure any defaults or purchase the Property pursuant to terminate the terms of the Declaration of Restrictions. Beneficiary shall also deposit with Trustee the Declaration of Restrictions (including any amendments thereto), this Lease Deed of Trust and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such other documents necessary or appropriate. Upon receipt by Trustee of such affidavit or declaration of default and such notice is of default and election to sell, Trustee shall accept as true and conclusive all facts and statements contained in such affidavit or declaration of default and shall cause such notice of default and election to sell to be recorded as required by applicable law. Upon the expiration of such period as may then be required by applicable law following recordation of such notice of default, and after notice of sale has been given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, manner and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term period required by applicable law, Trustee, without demand on Trustor, shall sell the entire Property at the time and place fixed in such notice of sale, to Beneficiary, subject to the minimum bid requirement, for cash in lawful money of the Base Lease; or
(c) Without terminating United States, payable at the Base Lease or this Lease, conduct inspections or an Environmental Assessment time of sale. Such sale shall be subject to all of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with of the right to make alterations Declaration of Restrictions. Trustee may postpone the sale of all or any portion of the Property by public announcement made at the initial time and repairs to the Projectplace of sale, and no such re-entry or taking of control of the Project shall be construed as an election from time to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (time thereafter by public announcement made at the time and place of sale fixed by the preceding postponement. Trustee shall deliver to Beneficiary at such sale its deed conveying the Property, but without any covenant or times provided herein)warranty, express or implied. The recital in such deed of any matter of its other obligations under the Base Lease or this Lease, all of which fact shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end be conclusive proof of the Termtruthfulness thereof. After deducting all costs, whether or not the Project fees, and expenses of Trustee under this section, including costs of procuring evidence of title and Trustee's and Trustee's attorneys' fees incurred in connection with such sale. Trustee shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice deliver all proceeds up to the Company given at purchase price to Trustor and any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect excess to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantBeneficiary.
Appears in 1 contract
Sources: Performance Deed of Trust
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this the Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;Tenant.
(b) Give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days Ten (10) days after such notice is given and, if all defaults Events of Default have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this the Lease shall thereupon be terminated, and the Issuer may re-enter and control take possession of the Project for the remaining term as of the Base LeaseIssuer's former estate; or
(c) Without without terminating the Base Lease term hereof, or this the Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease term or this the Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by Issuer shall be construed as an election on Issuer's part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by Issuer shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company possession, and Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this the Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any reletting of the Project after deducting all of Issuer's expenses incurred in connection with such reletting, including without limitation, all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting. Net proceeds of any reletting shall be deposited in the ProjectPrincipal and Interest Payment Account. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this the Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Projecthereunder. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Lease (Royal Caribbean Cruises LTD)
Remedies on Default. Whenever Upon any Event of Default shall have happened and be continuingDefault, the Issuer Lessor may take exercise any one or more of the following remedial actions:remedies set forth in this section, or any other remedy available under applicable law or contained in this Lease.
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee A. Lessor may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under terminate this Lease and keep any and all monies previously collected and advanced to Lessor.
B. Lessor may reenter the premises and Tower and remove all person▇ ▇▇▇ ▇▇▇perty and repossess and enjoy the premises and Tower, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefore). Lessor may use the Company premises and Tower for Lessor's own purposes or relet it, without prejudice to any other remedies that Lessor may have by reason of Lessee's default. None of these actions will be immediately due and payable as liquidated damages from deemed an acceptance of surrender by Lessee. To the Companyextent permitted by law, whereupon Lessee expressly waives the same shall become immediately due and payable by the Company provided, however, that the Owners service of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written any notice of intention to terminate this Lease or to retake the premises and Tower, and waives service of any demand for payment of rent or for possession, and of any and every other notice or demand required or permitted under applicable law.
C. Lessor at its option may relet the Base Lease on a date specified thereinwhole or any part of the p▇▇▇▇▇▇▇ ▇nd Tower from time to time, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest either in the Project shall ceasename of Lessor or otherwise, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereoftenants, for such term terms ending before, on, or terms and after the expiration date of the lease term, at such rental rentals and upon such other terms conditions (including concessions and conditions free rent periods) as are deemed advisableLessor, in its sole discretion, may determine to be appropriate. Lessor shall have no obligation to relet the premises and Tower or any part and shall not be liable for refusal or failure to relet the premises and Tower or, in the event of any such reletting, for refusal or failure to collect any rent due upon such reletting. No such refusal or failure shall operate to relieve Lessee of any liability under this Lease or otherwise affect any such liability. Lessor at its option may make such physical changes to the premises and Tower as Lessor, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed relenting, without relieving Lessee of any liability under this Lease or otherwise affecting Lessee's liability. If there is other unleased space on the Tower, Lessor shall have no obligation to attempt to relet the premises and Tower prior to leasing other space on the Tower.
D. Whether or not Lessor retakes possession or relets the premises and Tower, Lessor shall have the right to make alterations recover unpaid rent and repairs all damages caused by the default, including attorneys' fees. Damages shall include, without limitation, (i) all rentals lost, (ii) all legal expenses and other related costs incurred by Lessor following Lessee's default, (iii) all costs incurred by Lessor in restoring the premises and Tower to good order and condition, or in remodeling, renovating, or otherwise preparing the premises and Tower for reletting, and (iv) all costs incurred by Lessor in reletting the premises and Tower, including, without limitation, any brokerage commissions and the value of Lessor's time. Lessor may sue periodically for damages as they accrue without barring a la▇▇▇ action for further damages. Lessor may in one action recover accrued damages plus damages attributable to the Projectremaining lease term equal to the difference between the rent reserved in this Lease (including estimated amount of additional rent as determined by Lessor) for the balance of the lease term after the time of award, and no such re-entry or taking of control the fair rental value of the Project premises and Tower for the same period, discounted to the time of award at the rate of 9% per annum. If Lessor has relet the premises and Tower for the period which otherwise would have constituted the unexpired portion of the lease term, or any part, the amount of rent received upon such reletting shall be construed as an election deemed, prima facie, to terminate be the Base Lease fair and reasonable rental value for the part or this Lease, the whole of the premises and no such re-entry or taking Tower so relet during the term of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. relenting.
E. The Company shall continue to pay the Basic Rent and Additional Rent remedies provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, are in addition to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice other remedies available to the Company given Lessor at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent law or in the performance of any other obligation under the Base Lease equity by statute or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantotherwise.
Appears in 1 contract
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:have
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueTenant;
(b) Give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days 10 days after such notice is given and, if all defaults have not then been cured on the date so specified, the CompanyTenant’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter reenter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter reenter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter reenter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. Having elected to re-enter reenter or take control possession of the Project without terminating the Base Lease or Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry reentry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry reentry or taking of control possession shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry reentry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter reenter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Master Lease Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer Trustee (acting on behalf of the Issuer, as assignee of the Issuer’s rights hereunder) may take any legal action, including but not limited to, one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Trust Indenture, the Trustee Trustee, acting on behalf of the Issuer, may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;under this Project Lease.
(b) Give The Trustee, acting on behalf of the Company Issuer, may give the Tenant written notice of intention to terminate this Lease and the Base Project Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given and, if all defaults Events of Default have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this Project Lease shall thereupon be terminatedterminate. The Trustee, and acting on behalf of the Issuer Issuer, may re-enter and control take possession of the Project and pursue all its available remedies, including sale of Issuer's interest in the Project and judgment against the Tenant for the remaining term of the Base Lease; orall Basic Rent and Additional Rent then owing, including costs and attorneys' fees.
(c) Without terminating the Base Lease or this Project Lease, the Trustee, acting on behalf of the Issuer, may conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee Trustee, acting on behalf of the Issuer Issuer, may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “"Reasonable cause” " shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without .
(d) Without terminating the Base Lease or this LeaseTerm, the Issuer and the Trustee Trustee, acting on behalf of the Issuer shall use reasonable diligence to Issuer, may relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Project Lease, and no such re-entry or taking of control shall nor relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Project Lease, all of which shall survive such re-entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Project Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. .
(e) Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder20.1(c), the Issuer or the Trustee Trustee, acting on behalf of the Issuer may (subjectIssuer, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture)may, by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default Default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Project Lease, elect to terminate this Project Lease in accordance with subsection (b20.1(b) hereunder and thereafter proceed to sell its interest in the Project. exercise any remedies lawfully available.
(f) If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer or the Trustee, acting on behalf of the Issuer, may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantcontract by the Tenant.
(g) Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service Fund for application to pay the Bonds and interest thereon. "Net proceeds" shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting or sale.
(h) The Issuer or the Trustee, acting on behalf of the Issuer, may recover from the Tenant any attorneys' fees or other expense incurred in exercising any of its remedies under this Project Lease.
Appears in 1 contract
Sources: Project Lease
Remedies on Default. Whenever any Event of Default referred to in Section 9.1 shall have happened and be continuing, it shall be lawful for the Issuer may take Authority to exercise any one and all remedies available pursuant to law or more of the following remedial actions:
(a) By written notice granted pursuant to this Lease Agreement; provided, however, that notwithstanding anything to the Company upon acceleration of maturity of the Bonds as provided contrary herein or in the Indenture, there shall be no right under any circumstances to accelerate the Trustee may Lease Payments or otherwise declare the aggregate amount of all unpaid Basic Rent or Additional Rent any Lease Payments not then or thereafter required to be paid under this Lease by the Company in default to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention or to terminate this Lease Agreement or to cause the fee interest of the City in the Property to be sold, assigned or otherwise alienated. Each and every covenant hereof to be kept and performed by the Base Lease on City is expressly made a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given condition and, if all defaults have not then been cured on upon the date so specifiedbreach thereof, the Company’s leasehold interest in the Project shall cease, Authority may exercise any and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term all rights of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, entry and re-enter entry upon the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this LeaseProperty. The Issuer or City hereby irrevocably consents to the Trustee acting on behalf Authority’s repossession of the Issuer may refuse Property if such an Event of Default shall occur and consents to the Authority’s re-letting of the Property for the account of the City. In the event of such default and notwithstanding any re-entry by the Authority, the City shall, as herein expressly provided, continue to remain liable for the payment of the Lease Payments and/or damages for breach of this Lease Agreement and the performance of all conditions herein contained and, in any event, such rent and/or damages shall be payable to the Authority at the time and in the manner as herein provided, to wit:
(a) The City agrees to and shall remain liable for the payment of all Lease Payments and the performance of all conditions herein contained and shall reimburse the Authority for any deficiency arising out of the re-leasing of the Property, or, in the event the Authority is unable to re-enter or take control lease the Property, then for the full amount of all Lease Payments to the end of the Project if it has reasonable cause Term of the Lease Agreement, but said Lease Payments and/or deficiency shall be payable only at the same time and in the same manner as hereinabove provided for the payment of Lease Payments hereunder, notwithstanding such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law entry or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter entry by the Authority or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Projectany suit in unlawful detainer, or parts thereofotherwise, brought by the Authority for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no purpose of effecting such re-entry or taking of control obtaining possession of the Project shall be construed Property or the exercise of any other remedy by the Authority.
(b) The City hereby irrevocably appoints the Authority as an election the agent and attorney-in- fact of the City to terminate the Base Lease or this Lease, enter upon and no such re-entry or taking of control shall relieve lease the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease Property in the Indenture), event of default by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or City in the performance of any covenants herein contained to be performed by the City and to remove all personal property whatsoever situated upon the Property to place such property in storage or other obligation under suitable place in San Mateo County, for the Base Lease account of and at the expense of the City, and the City hereby exempts and agrees to save harmless the Authority from any costs, loss or this Lease, elect to terminate this Lease damage whatsoever arising or occasioned by any such entry upon and re- leasing of the Property and the removal and storage of such property by the Authority or its duly authorized agents in accordance with subsection the provisions herein contained.
(bc) hereunder The City hereby waives any and thereafter proceed to sell its interest all claims for damages caused or which may be caused by the Authority in the Project. If, in accordance with any re-entering and taking possession of the foregoing provisions Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City that may be in or upon the Property.
(d) The City agrees that the terms of this Article, the Issuer shall have Lease Agreement constitute full and sufficient notice of the right to elect of the Authority to re-enter lease the Property in the event of such re- entry without effecting a surrender of this Lease Agreement, and take control further agrees that no acts of the ProjectAuthority in effecting such re-leasing shall constitute a surrender or termination of this Lease Agreement irrespective of the term for which such re-leasing is made or the terms and conditions of such re-leasing, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantotherwise.
Appears in 1 contract
Sources: Lease Agreement
Remedies on Default. Whenever In the event the City desires to exercise any of its rights or remedies as provided herein or otherwise available to the City at law or in equity, the City shall first provide written notice to Developer setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Developer or any transferee or assignee, shall have happened and thirty (30) days from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default Notice, or such longer period as may be continuingreasonably required to complete the cure as soon as reasonably possible under the circumstances. If, following Developer’s receipt of a Default Notice, Developer does not cure or remedy the Event of Default therein specified within the time provided above, the Issuer City may take any one or more of the following remedial actions at any time prior to Developer’s curing or remedying the Event of Default:
a. Suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by the City, that Developer will cure its default and continue its performance under this Agreement.
b. In the case of a material default that is not cured within a reasonable period of time, Terminate all rights of Developer under this Agreement.
c. Not issue the TIF Bonds or withhold reimbursement from the TIF Bond proceeds.
d. Take whatever action at law or in equity may appear necessary or desirable to the City to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement.
e. Pursue and obtain against Developer and each Guarantor full and complete reimbursement for all costs and expenses the City has incurred under this Agreement, including recovery of the outstanding balance of the TIF Bonds. In the event the City should fail to observe or perform any covenant, agreement or obligation of the City on their part to be observed and performed under this Agreement, Developer may take any one or more of the following actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid a. Suspend its performance under this Lease by the Company to be immediately due and payable as liquidated damages Agreement until it receives assurances from the Company, whereupon the same shall become immediately due and payable City deemed adequate by the Company provided, howeverDeveloper, that the Owners City will cure its default and continue its performance under this Agreement.
b. In the case of 100% in aggregate principal amount a material default that is not cured within a reasonable period of time, Terminate all rights of the Outstanding Bonds must provide written consent City under this Agreement.
c. Take whatever action at law or in equity may appear necessary or desirable to the Issuer Developer to enforce performance and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice observance of intention to terminate this Lease and the Base Lease on a date specified thereinany obligation, which date shall not be earlier than 30 Business Days after such notice is given andagreement, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term or covenant of the Base Lease; or
(c) Without terminating the Base Lease or City under this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantAgreement.
Appears in 1 contract
Sources: Development Agreement
Remedies on Default. Whenever Upon the occurrence of any Event event of Default default by Tenant, beyond applicable grace or cure periods, if any, Landlord shall have happened and be continuinghave, in addition to any other remedies available to Landlord at law or in equity, the Issuer may take option to pursue any one or more of the following remedial actions:
remedies (a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due each and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry be cumulative and nonexclusive) without any notice or taking demand whatsoever: Terminate this Lease, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and take possession of control. The Company the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefore; and Landlord may recover from Tenant the following:
(i) Landlord shall continue be entitled to receive from Tenant, and Tenant covenants and agrees to pay to Landlord, the Basic difference between the total amount of Minimum Annual Rent that remains to be paid for the balance of the Lease Term then in effect immediately prior to the termination of this Lease plus reasonable allowances for items of additional rent less the actual rent, if any, and Additional Rent net of collection, brokerage, concession and renovation costs therefor actually to be collected by Landlord pursuant to any new lease, if any, that Landlord may have obtained at the time of the termination of this Lease and for the entire remaining balance of the Lease Term then in effect. If the foregoing calculation results in a negative number no payment shall be due from Tenant hereunder and in no event shall Tenant be entitled to any sums from Landlord. Landlord shall be under no obligation or liability to attempt to mitigate its damages and to the extent that Landlord shall attempt to relet all or any portion of the Demised Premises Landlord shall not be liable for its inability to effect such a reletting or even if a reletting shall occur for its failure to collect all or any portion of the rents provided for in this Lease until such reletting.
(ii) All sums due from Tenant to Landlord as calculated herein shall be paid by the end wire transfer of immediately available funds within five (5) business days after the good faith determination by Landlord of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project amount due pursuant to subsection (ci) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, above. If Landlord does not elect to terminate this Lease on account of any default by Tenant, Landlord may, from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease, including, but not limited to, (i) the right to recover all Fixed Rent and additional rent as it becomes due, (ii) the right to re-enter the Demised Premises, and (iii) the right to re-let the Demised Premises or any portion thereof from time to time without terminating this Lease. Any such reletting may be an such terms and conditions including, but not limited to, the term thereof and the rent to be paid thereunder, as Landlord may determine in accordance its sole discretion. Any rents received by Landlord during such reletting shall be applied first, to any and all costs incurred by Landlord in connection with subsection (b) hereunder such reletting including, but not limited to, brokerage commissions, construction costs and thereafter proceed professional fees, second, to sell its interest all sums due or which become due from Tenant to Landlord hereunder, and any remaining sums shall be held by Landlord to be applied in the Projectfuture against any rent and all other charges which be come due hereunder. IfIf the rent and other sums received by Landlord as a result of such reletting during any month are less that the amounts Landlord was to receive from Tenant hereunder during that month, in accordance with Tenant shall immediately pay any such deficiency to Landlord by the wire transfer of immediately available funds. Such deficiency shall be calculated and paid on a monthly basis. During any reletting term, Tenant shall be deemed to have voluntarily surrendered possession of the foregoing provisions Premises to Landlord so that Landlord will be permitted to give any new tenant from time to time full and unencumbered use, occupancy and possession of the Premises, all without any rights of possession or interference from Tenant. Whether or not Landlord elects to terminate this ArticleLease on account of any default by Tenant, the Issuer Landlord shall have the right to elect terminate any and all subleases, licenses, concessions or other consensual arrangements for Possession entered into by Tenant and affecting the Premises or may, in Landlord's sole discretion, succeed to re-enter and take control of the ProjectTenant's interest in such subleases , the Issuer may enter and expel the Company and those claiming through licenses, concessions or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantarrangements.
Appears in 1 contract
Sources: Master Lease Agreement (One Liberty Properties Inc)
Remedies on Default. Whenever any Event of Default referred to in Section 7.1 hereof shall have happened occurred and be continuing, the Issuer Agency may take any one or more of the following remedial actionssteps:
(a) By written notice to The Agency may terminate this Agreement and the Company upon acceleration Lease (with the effect that the term of maturity this Agreement and the Company Lease shall be deemed to have expired on such date of termination as if such date were the original expiration date of this Agreement and the Company Lease) in which case this Agreement and the Company Lease and all of the Bonds as provided estate, right, title and interest herein granted or vested in the IndentureCompany shall cease and terminate, and convey all of the Trustee may declare Agency’s right, title and interest in the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required Facility to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon which the same shall become immediately due Agency may accomplish by executing and payable by recording on the real property records of the County Clerk of Suffolk County, at the sole cost and expense of the Company, a termination hereof, and a bill of sale, and the Company hereby waives delivery and acceptance of such termination and bill of sale as a condition to its validity, and appoints the Agency its true and lawful agent and attorney-in-fact (which appointment shall be deemed to be an agency coupled with an interest) with full power of substitution to file on its behalf all affidavits, questionnaires and other documentation necessary to accomplish the recording of such termination; or
(b) The Agency may bring an action for damages for the payment of out of pocket fees or expense or costs or disbursements of the Agency resulting from such default and the Agency may bring an action for injunction or specific performance provided, however, that notwithstanding any other provision of this agreement or of any other Project Document, no remedy of specific performance or injunction, or other equitable remedy may be sought or obtained by the Owners Agency to prevent or delay or impede in any way a merger or corporate restructuring undertaken by the Company, or a reduction or a relocation of 100% in aggregate principal amount employees or operations or facilities, or to require the Company to complete construction of the Outstanding Bonds must provide written consent Facility or remedy any defect of title to the Issuer Facility and the Trustee Agency hereby absolutely and irrevocably waives any right to declare all unpaid Basic Rent immediately dueany such remedy and any right to seek or obtain any such remedy. The foregoing shall not limit the Agency’s rights to enforce recapture of Benefits pursuant to Section 8.3 hereof, to terminate any Project Document or to enforce any monetary obligation of the Company hereunder or under the Project Documents;
(bc) Give The Agency may suspend or terminate the Sales Tax Letter or require the Company written notice to surrender the Sales Tax Letter to the Agency for cancellation;
(d) The Agency may require the Company to make payments in lieu of intention real estate taxes under Section 4.3 hereof with respect to terminate this Lease the Land and the Base Lease on a date specified therein, Facility in an amount equal to that amount which date shall not the Company would otherwise be earlier than 30 Business Days after such notice is given and, required to pay if all defaults have not then been cured on it were the date so specified, owner of the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, Land and the Issuer may re-enter and control the Project for the remaining term of the Base LeaseFacility; or
(ce) Without terminating The Agency may take whatever action at law or in equity as may appear necessary or desirable to collect the Base Lease Rental Payments then due, or this Lease, conduct inspections to enforce performance or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation observance of any Environmental Law obligations, agreements or the existence or threat covenants of a remedial action against the Company under this Agreement.
(f) without limiting the generality of any Environmental Law resulting from conditions on the Project. Having elected to re-enter other provision of any other Project Document or take control any remedy of the Project Agency hereunder and without terminating waiving or releasing the Base Lease or this LeaseCompany from any of its obligations hereunder, the Issuer and the Trustee acting on behalf any mortgagee of the Issuer Facility may (but shall use reasonable diligence not be obligated to) take any action to relet prevent or to cure any default by the Project, Company in the performance of or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, compliance with the right to make alterations and repairs to the Project, and no such re-entry or taking of control any of the Project shall be construed Company’s covenants or obligations hereunder. No action taken pursuant to this Section 7.2 (including termination of this Agreement pursuant to this Section 7.2 or by operation of law or otherwise) shall, except as an election to terminate the Base Lease or this Leaseexpressly provided herein, and no such re-entry or taking of control shall relieve the Company from the Company’s obligations hereunder, including without limitation, the obligations of its obligation to the Company under Sections 4.3 (until such time as the Company shall pay Basic Rent taxes as the record owner of the Land or Additional Rent (at the time or times provided hereinFacility), or of any of its other obligations under the Base Lease or this Lease6.2, 8.3, 9.13 and 9.15 hereof, all of which shall survive any such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantaction.
Appears in 1 contract
Sources: Lease Agreement
Remedies on Default. Whenever an Event of Default described in Section 10.01(e) hereof shall have occurred, the Prepayment Amount automatically shall be due and payable, whereupon the Prepayment Amount automatically shall become and be forthwith due and payable without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by Borrower. Whenever any Event of Default shall have happened and be continuingoccurred, Lender shall have the Issuer may right, at its sole option without any further demand or notice, to take any one or more any combination of the following remedial actionssteps or such other remedies which are otherwise accorded to Lender by applicable law:
(a) By written by notice to the Company upon acceleration of maturity of the Bonds as provided in the IndentureBorrower, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required Prepayment Amount to be paid under this Lease by the Company to be immediately forthwith due and payable as liquidated damages from the Companypayable, whereupon the same Prepayment Amount shall become immediately and be forthwith due and payable payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueBorrower;
(b) Give take possession of the Company written notice Property wherever situated, without any court order or other process of intention to terminate this Lease law and without liability for entering the Base Lease on premises, and lease, sublease or make other disposition of the Property for use over a date specified thereinterm in a commercially reasonable manner, which date all for the account of Lender, provided that Borrower shall not be earlier than 30 Business Days after such notice is given andremain directly liable for the deficiency, if all defaults have not then been cured on any, between the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term rent or other amounts paid by a lessee or sublessee of the Base Lease; orProperty pursuant to such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorneys’ fees and expenses, incurred with respect to the recovery, repair and storage of the Property during such period of time;
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment take possession of the ProjectProperty wherever situated, without any court order or other process of law and without liability for entering the premises, and re-enter sell the Project or take control thereof pursuant Property in a commercially reasonable manner. All proceeds from such sale shall be applied in the following manner: FIRST, to legal proceedings or any notice provided for by law pay all proper and this Lease. The Issuer or reasonable costs and expenses associated with the Trustee acting on behalf recovery, repair, storage and sale of the Issuer may refuse Property, including reasonable attorneys’ fees and expenses; SECOND, to re-enter pay (i) Lender the amount of all unpaid Loan Payments or take control of the Project other obligations (whether direct or indirect owed by Borrower to Lender), if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions any, which are in violation then due and owing, together with interest and late charges thereon, (ii) Lender the then applicable Prepayment Amount (taking into account the payment of past-due Loan Payments as aforesaid), plus a pro rata allocation of interest, at the rate utilized to calculate the Loan Payments, from the next preceding due date of a Loan Payment until the date of payment by the buyer, and (iii) any other amounts due hereunder, including indemnity payments, taxes, charges, reimbursement of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected advances and other amounts payable to re-enter or take control of the Project without terminating the Base Lease or this LeaseLender hereunder; and THIRD, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end remainder of the Term, whether or not the Project shall have been relet, less the net sale proceeds, if any of reletting the Project. Having elected to re-enter purchase moneys or take control other amounts paid by a buyer of the Project pursuant Property to subsection Borrower;
(cd) hereunder, exercise any rights or remedies under the Issuer Mortgage or the Trustee acting on behalf Master Security Agreement;
(e) proceed by appropriate court action to enforce specific performance by Borrower of the Issuer may (subjectapplicable covenants of this Agreement or to recover for the breach thereof, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in including the payment of Basic Rent all amounts due from Borrower. Borrower shall pay or Additional Rent repay to Lender all costs of such action or court action, including, without limitation, reasonable attorneys’ fees; and
(f) take whatever action at law or in equity that may appear necessary or desirable to enforce its rights with respect to the performance Property. Borrower shall pay or repay to Lender all costs of such action or court action, including, without limitation, reasonable attorneys’ fees. Notwithstanding any other obligation under the Base Lease or this Leaseremedy exercised hereunder, elect Borrower shall remain obligated to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed pay to sell its interest in the Project. If, in accordance with Lender any unpaid portion of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantPrepayment Amount.
Appears in 1 contract
Remedies on Default. Whenever any Subject to the RNDA, whenever an Event of Default shall have happened occurred and be continuing, the Issuer may take any one or more of the following remedial actionssteps may be taken:
(a) By Landlord may rescind or terminate this Lease Agreement as of the date specified in a written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent rescission or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company termination; provided, however, that the Owners (i) no re-letting, re-entry or taking of 100% in aggregate principal amount possession of the Outstanding Bonds must provide Premises by Landlord shall be construed as an election by Landlord to terminate this Lease Agreement unless a written consent notice of such termination is given to Tenant, (ii) notwithstanding any re-letting, re-entry or taking of possession, Landlord may at any time thereafter elect to terminate this Lease Agreement for a continuing Event of Default and (iii) no act or thing done by Landlord or any of its agents, representatives or employees, and no agreement accepting a surrender of the Issuer Premises, shall be valid unless the same be made in writing and the Trustee to declare all unpaid Basic Rent immediately due;executed by Landlord.
(b) Give Landlord may (i) demand that Tenant, and Tenant shall upon the Company written notice demand of intention Landlord, return the Premises promptly to Landlord as if the Premises were being returned at the end of the Lease Term, and Landlord shall not be liable for the reimbursement of Tenant for any costs or expenses incurred by Tenant in connection therewith and (ii) without prejudice to any other remedy which Landlord may have for possession of the Premises, and to the extent and in the manner permitted by any applicable law, enter upon the Premises and take immediate possession of the Premises or any part thereof (to the exclusion of Tenant) and expel or remove Tenant and any other Person that may be occupying the Premises, by summary proceedings or otherwise, all without liability, except for gross negligence or willful misconduct, to Tenant or any other Person for or by reason of such entry or taking of possession, whether for the restoration of damage to property caused by such taking or otherwise and, in addition to Landlord’s other damages, Tenant shall be responsible for the reasonable and documented costs and expenses of re-letting, including brokers’ commissions and fees and the reasonable and documented costs of any alterations or repairs made by Landlord and Tenant shall receive a credit for any proceeds of reletting.
(c) Landlord may, at its option, elect not to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall ceaseAgreement, and continue to collect all Base Rent and Additional Lease Agreement Payments and all other amounts due (together with all costs of collection) and enforce Tenant’s obligations under this Lease shall thereupon Agreement as and when the same become due, or are to be terminatedperformed, and at the Issuer may option of Landlord, upon any abandonment of the Premises by Tenant and re-enter entry of same by Landlord, Landlord may, in its sole and control absolute discretion, elect not to terminate this Lease Agreement and may make such reasonable alterations and necessary repairs in order to re-let the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the ProjectPremises, and re-enter let the Project or take control thereof pursuant to legal proceedings Premises or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, part thereof for such term or terms (which may be for a term extending beyond the term of this Lease Agreement), and at such rental or rentals, and upon such other terms and conditions as are deemed Landlord in its reasonable discretion may deem advisable, with the right to make alterations and repairs to the Project, and no . All rentals actually received by Landlord from any such re-entry or taking of control of the Project letting shall be construed applied to Tenant’s obligations hereunder in such order, proportion and priority as an election to terminate the Base Lease or this LeaseLandlord may elect in Landlord’s sole and absolute discretion, and no if such rentals received from such re-entry or taking of control letting during any rent period are less than the Rent due and payable during that period prior to a Rental Payment Date by Tenant hereunder, Tenant shall relieve the Company of pay any deficiency, as calculated by Landlord, to Landlord on such Rental Payment Date.
(d) Before exercising its obligation to pay Basic Rent or Additional Rent rights under subsection (at the time or times provided hereina), (b) or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunderof this Section with respect to the Premises, the Issuer Landlord shall provide Tenant with a written notice stating (i) that an Event of Default has occurred and is then continuing, (ii) that, if left uncured, Landlord intends to pursue one or the Trustee acting on behalf more of the Issuer may remedies set forth in subsection (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenturea), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder or (c) of this Section if Tenant does not pay the Discharge Amount with respect to the State Assistance, the State Loan and thereafter proceed the LDI Loan on or before the Default Rental Payment Date, (iii) the date specified by Landlord as the Default Rental Payment Date and (iv) that Tenant must either cure the Event of Default or pay such Discharge Amount with respect to sell its interest the State Assistance, the State Loan and the LDI Loan on or before the Default Rental Payment Date. As used herein, “Default Rental Payment Date” shall mean the Business Day, selected by Landlord, occurring at least 5 Business Days after the date of the notice described in the Project. Ifimmediately preceding sentence, in accordance with any of or if fewer than 5 Business Days remain until the foregoing provisions of this ArticleScheduled Lease Termination Date, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantScheduled Lease Termination Date.
Appears in 1 contract
Sources: Lease Agreement (Air Transport Services Group, Inc.)
Remedies on Default. Whenever any Event event of Default default referred to in Section 8.1 hereof shall have happened and be continuing, it shall be lawful for the Issuer may take Trustee to exercise any one and all remedies available pursuant to law or more granted pursuant to this Purchase Contract, including, but not limited to, the right to ▇▇▇ the Board for any amounts appropriated by the General Assembly of the following remedial actions:State for the payment of Installment Payments and Additional Payments but not paid by the Board to the Trustee. Each and every covenant hereof to be kept and performed by the Board is expressly made a condition and upon the breach thereof the Trustee may, as provided below, exercise any and all rights of entry and reentry upon the Improvements and also, at its option, with or without such entry, may terminate this Purchase Contract; provided, that no such termination shall be effected either by operation of law or acts of the parties hereto, except only in the manner herein expressly provided. In the event of such default:
(a) By written notice If the Trustee does not elect to the Company upon acceleration of maturity of the Bonds as provided terminate this Purchase Contract in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% manner hereinafter provided for in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
subparagraph (b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specifiedbelow, the Company’s leasehold interest Board hereby irrevocably appoints the Trustee as its agent and attorney-in-fact to relet its interests in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease Improvements in the Indenture), event of default by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or Board in the performance of any covenants herein contained to be performed by the Board and to remove all Improvements consisting of personal property wherever situated and to place such property in storage or other obligation under suitable place in the Base Lease State of Illinois, for the account of and at the expense of the Board, and, to the extent permitted by law, the Board hereby exempts and agrees to save harmless the Trustee from any costs, loss or damage whatsoever arising or occasioned by any such entry upon and reletting of the Improvements and the removal and storage of such personal property by the Trustee or its duly authorized agents in accordance with the provisions herein contained. The Board hereby waives any and all claims for damages caused or which may be caused by the Trustee in taking possession of the Improvements as herein provided and all claims for damages that may result from the destruction of or injury to the Improvements and all claims for damages to or loss of any personal property belonging to the Board that may be in or upon the Improvements. The Board agrees that the terms of this LeasePurchase Contract constitute full and sufficient notice of the right of the Trustee to relet the Improvements in the event of such reentry without effecting a surrender of this Purchase Contract, elect and further agrees that no acts of the Trustee in effecting such reletting shall constitute a surrender or termination of this Purchase Contract irrespective of the term for which such reletting is made or the terms and conditions of such rerenting, or otherwise, but that, on the contrary, in the event of such default by the Board the right to terminate this Lease Purchase Contract shall vest in the Trustee to be effected in the sole and exclusive manner hereinafter provided for in subparagraph (b) hereof.
(b) Upon the occurrence of an Event of Default hereunder, the Trustee at its option may terminate this Purchase Contract and may rent, lease or sell all or any portion of its interests in the Improvements. Any amounts received by the Trustee from such renting, leasing or sale shall be credited towards the Board’s unpaid Installment Payments and Additional Payments and any excess shall be paid to the Board. The net proceeds of the sale, lease or other disposition of the Improvements shall be deposited in the Installment Payment Fund and applied to Installment Payments in order of payment date. Title to the Improvements is subject to immediate vesting in the Trustee upon the occurrence of an Event of Default. Neither notice to pay Installment Payments or Additional Payments due or to deliver up title to and possession of the Improvements given pursuant to law nor any proceeding in unlawful detainer taken by the Trustee shall of itself operate to terminate this Purchase Contract and no termination of this Purchase Contract on account of default by the Board shall be or become effective by operation of law, or otherwise, unless and until the Trustee shall have given written notice to the Board of the election on the part of the Trustee to terminate this Purchase Contract. The Board covenants and agrees that no surrender of the Improvements or any termination of this Purchase Contract shall be valid in any manner or for any purpose whatsoever unless stated or accepted by the Trustee by such written notice. Additionally, to the extent permitted by law, the Board hereby exempts and agrees to save harmless the Trustee from any costs, loss or damage whatsoever arising or occasioned by any removal of the personal property of the Board by the Trustee or the duly authorized agents thereof in accordance with subsection (b) hereunder and thereafter proceed to sell its interest the provisions contained in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantPurchase Contract.
Appears in 1 contract
Sources: Installment Purchase Contract
Remedies on Default. Whenever If any Event of Default referred to in Section 12.1 hereof shall have happened occurred and be continuing, then the Issuer City may at the City’s election (subject, however, to any restrictions against acceleration of the maturity of the Bonds or termination of this Lease in the Indenture), then or at any time thereafter, and while such default shall continue, take any one or more of the following remedial actions:
(a) By written notice cause all amounts payable with respect to the Company upon acceleration of maturity Bonds for the remainder of the Bonds term of this Lease to become due and payable, as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given andgiven, and if all defaults have not then been cured cured, on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, cease and this Lease shall thereupon be terminated, and the Issuer City may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or to take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer City shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed the City may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by the City shall be construed as an election on the City’s part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by the City shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The possession, and the Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the this Lease Term, whether or not the Project shall have been relet, less the net proceedsNet Proceeds, if any, of any reletting of the Project after deducting all of the City’s reasonable expenses in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for reletting. Said Net Proceeds of any reletting shall be deposited in the ProjectBond Fund. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunderwithout terminating this Lease, the Issuer or the Trustee acting on behalf of the Issuer City may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment following an Event of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this LeaseDefault, elect to terminate this Lease on a date to be specified in accordance with subsection such notice, which date shall be not earlier than 30 days after re-entry under (bc) hereunder above, and thereafter proceed to sell its interest in if all defaults shall not have then been cured, on the Projectdate so specified this Lease shall thereupon be terminated. If, If in accordance with any of the foregoing provisions of this Article, Article the Issuer City shall have the right to elect to re-enter and take control possession of the Project, the Issuer City may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent rent or preceding breach of covenant. The City may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Lease.
Appears in 1 contract
Remedies on Default. Whenever any an Event of Default of the Lessee shall have happened occurred and be continuing, the Issuer may Lessor and the Trustee each shall have the right, but not the obligation, to the extent permitted by law, to take any one or more all of the following remedial actions:
(a) By written notice with or without terminating this Facilities Lease, declare all Rental Payments due or to become due during the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company current Fiscal Year to be immediately due and payable as liquidated damages from by the CompanyLessee to the extent of Available Funds, whereupon in which event such Rental Payments, to the same extent permitted by Law, shall become be immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(b) Give the Company written notice of intention to terminate with or without terminating this Facilities Lease and the Base Lease on a date specified thereinwithout being deemed liable for trespass, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project and employ legal process to remove the Lessee; provided that the Lessee shall maintain its right of possession until conclusion of such legal process; with or without terminating this Facilities Lease, re-enter and take possession of the Project to complete construction of the Project, applying amounts in the Issuer Project Fund to pay Project Costs for such purpose.
(c) terminate this Facilities Lease upon giving thirty (30) days’ prior written notice to the Lessee and the Trustee at the expiration of which the Lessee shall immediately surrender possession and control of the Project to the Lessor or a Permitted Assignee, as applicable exercise any remedies, rights or powers it may enter and expel have under this Facilities Lease, the Company and those claiming through Deed of Trust or the Indenture, or under any Law, including any suit, action, mandamus or special proceeding at law or in equity or in bankruptcy or otherwise for the Company collection of all amounts due and remove unpaid during the property and effects of both or either by all lawful means without being guilty then current fiscal year under the Bond Documents, for specific performance of any manner covenant or agreement contained in the Bond Documents or for the enforcement of trespass and without prejudice any applicable legal or equitable remedy deemed most effective to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.protect the rights aforesaid to the extent permitted by applicable Law.
Appears in 1 contract
Sources: Facilities Lease Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(aA) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueTenant;
(bB) Give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days Ten (10) days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in ▇▇▇▇▇▇'s rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control take possession of the Project for the remaining term as of the Base LeaseIssuer's former estate; or
(cC) Without terminating the Base Lease term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease term or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by Issuer shall be construed as an election on Issuer's part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by Issuer shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company possession, and Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any reletting of the Project after deducting all of Issuer's expenses incurred in connection with such reletting, including without limitation, all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting. Net proceeds of any reletting shall be deposited in the ProjectPrincipal and Interest Payment Account. Having elected to re-enter or take control possession of the Project pursuant to subsection (cC) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (bB) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company ▇▇▇▇▇▇ and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
(D) Notwithstanding any other provision herein contained, neither the Issuer nor the Trustee shall be required to take any action permitted by this Article which either the Issuer or Trustee believes could subject it to any environmental liability.
Appears in 1 contract
Sources: Lease Agreement (Ifr Systems Inc)
Remedies on Default. Whenever any Event Upon the termination of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections at its expiration by elapse of time or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Leaseotherwise, the Issuer and the Trustee acting on behalf of the Issuer Tenant shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs yield up immediate possession to the Project, and no such re-entry or taking Landlord. It is mutually agreed as a condition of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and the Tenant covenants, that if the monthly cash rent called for in said Lease, or any part thereof, shall not be paid promptly on or before the date when due, no notice being required, or if the Tenant shall breach or fail to perform any other of the covenants, conditions, provisions and agreements herein contained, following twenty (20) days written notice defining the nature of such re-entry or taking default, then in each of control shall relieve every case, the Company of its obligation to pay Basic Rent or Additional Rent (term hereby granted shall, at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end election of the TermLandlord, whether immediately thereupon cease, determine and come to an end, without further formality and without prejudice to Landlord's right to rents due or not to become due; and the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control Landlord may recover and resume possession of the Project pursuant to subsection (c) hereunderdemised premises by any legal means; and in such case, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer Landlord shall have the right to elect to re-enter upon said premises and take control resume possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass same and without prejudice to any remedies which might otherwise be available to Landlord. It is understood and agreed that in the event of default of Tenant's obligations as defined in this agreement, so that Landlord resumes possession of the subject real property and improvements thereon, the Tenant's obligations for arrears monthly installment payments shall not terminate; that each month's unpaid installment shall constitute a separate cause of Basic Rent action for which the Landlord may litigate independently. Any action or Additional Rent suit to recover possession of said real property and improvements shall not terminate rent obligations due the Tenant The written notice of Landlord's intention to terminate this Lease hereinabove provided for shall be deemed a re-entry under the law, as to all rights between Landlord and Tenant herein, and upon any such resumption of possession by Landlord in any manner, it may remove all persons and property from the demised premises. Landlord may thereafter be entitled to hold the Tenant liable for expenses incurred by the Landlord for necessary repairs to the demised premises, so far as incumbent upon the Tenant to keep same in repair, or preceding by reason of the breach of covenantany of the terms, conditions, or covenants of this Lease, and all expenses incurred in recovering possession of the premises and in reletting same to mitigate Landlord's loss.
Appears in 1 contract
Sources: Commercial Lease (Lithia Motors Inc)
Remedies on Default. Whenever any Event of Default shall have happened referred to in Section 4.1 occurs and be is continuing, the Issuer EDA, as specified below, may take any one or more of the following remedial actions:
(a) By actions after the giving of 30 days’ written notice to the Company upon acceleration Developer, but only if the Event of maturity Default has not been cured within said 30 days; provided that if such Event of Default cannot be reasonably cured within the Bonds as 30 day period, and the Developer has provided assurances reasonably satisfactory to the EDA that it is proceeding with due diligence to cure such default, such 30 day cure period shall be extended for a period deemed reasonably necessary by the EDA to effect the cure, but in the Indenture, the Trustee any event not to exceed 180 days:
(1) The EDA may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid suspend its performance under this Lease Agreement and the TIF Note until it receives assurances from the Developer, deemed reasonably adequate by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, howeverEDA, that the Owners Developer will cure its default and continue its performance under this Agreement. Interest on the TIF Note shall not accrue during the period of 100% any suspension of payment.
(2) The EDA may terminate this Agreement and/or cancel the TIF Note.
(3) The EDA may take any action, including legal or administrative action, in aggregate principal amount law or equity, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of the Outstanding Bonds must provide written consent Developer under this Agreement. Notwithstanding anything to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for contrary set forth in this Lease until Agreement the end of the Term, whether lenders providing construction or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of permanent financing for the Project, the Issuer may enter General Partner and expel any limited partner of the Company and those claiming through or under Developer shall have the Company and remove right, but not the property and effects obligation, to cure an Event of both or either by all lawful means without being guilty Default during the cure period provided for the Developer. The EDA agrees to give the Mortgage Lender the same notice of any manner Event of trespass Default provided to the Developer herein that occurs prior to the termination of the Mortgage Lender Collateral Assignment and without prejudice opportunity to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantcure the same, as further set forth in the Mortgage Lender Collateral Assignment.
Appears in 1 contract
Sources: Development Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueCompany;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 10 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control possession of the Project without terminating the Base Lease or Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlpossession. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Lease
Remedies on Default. Whenever If any Event of Default referred to in Section 12.01 hereof shall have happened occurred and be continuing, then the Issuer City may at the City’s election (subject, however, to any restrictions against acceleration of the maturity of the Bonds or termination of this Lease in the Indenture), then or at any time thereafter, and while such default shall continue, take any one or more of the following remedial actions:
(a) By written notice cause all amounts payable with respect to the Company upon acceleration of maturity Bonds for the remainder of the Bonds term of the Lease to become due and payable, as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;; or
(b) Give give the Company Lessee written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, and if all defaults have not then been cured cured, on the date so specified, the CompanyLessee’s leasehold interest in rights to possession of the Project shall cease, cease and this Lease shall thereupon be terminated, and the Issuer City may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without having terminated the Lease pursuant to Section 12.02(b) hereof, direct the Trustee to sell the Project; all proceeds from any such sale shall be applied in accordance with Section 9.09 of the Indenture; or
(d) without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer City shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed the City may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by the City shall be construed as an election on the City’s part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by the City shall relieve the Company Lessee of its obligation to pay Basic Rent Rental Payments or Additional Rent Payments (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company possession, and the Lessee shall continue to pay the Basic Rent Rental Payments and Additional Rent Payments provided for in this Lease until the end of the Lease Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any reletting of the Project after deducting all of the City’s and the Trustee’s reasonable expenses, fees, costs and advances in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation for reletting. Said net proceeds of any reletting shall be deposited in the ProjectBond Fund. The Lessee waives trial by jury in any such proceedings. Having elected to re-enter or take control possession of the Project pursuant to subsection without terminating this Lease under (cd) hereunderabove, the Issuer or the Trustee acting on behalf of the Issuer City may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Lessee given at any time thereafter while the Company Lessee is in default in the payment of Basic Rent Rental Payments or Additional Rent Payments or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease on a date to be specified in accordance with subsection (b) hereunder such notice, and thereafter proceed to sell its interest in if all defaults shall not have then been cured, on the Projectdate so specified this Lease shall thereupon be terminated. If, If in accordance with any of the foregoing provisions of this Article, Article the Issuer City shall have the right to elect to re-enter and take control possession of the Project, the Issuer City may enter and expel the Company Lessee and those claiming by, through or under the Company Lessee and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent rent or preceding breach of covenant. The City may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Lessee under this Lease.
Appears in 1 contract
Sources: Lease Agreement
Remedies on Default. Whenever any Event Upon the occurrence of Default shall have happened and be continuing, an event of default the Issuer may take any one or more of the following remedial actionsLessor may:
(a) By written notice to the Company upon acceleration of maturity take possession of the Bonds as provided Collateral and for that purpose enter any premises where the Collateral is located whether or not the Collateral is affixed to any such premises, and sell, lease or otherwise dispose of the Collateral by public or private means and upon such terms and consideration a s the Lessor may in its sole discretion accept. Without limiting the Indenturegenerality of the foregoing, the Trustee may declare Lessor shall have the aggregate amount right to dispose of all unpaid Basic Rent or Additional Rent then or thereafter required the Collateral where the payment for such is deferred provided that the Lessee will not be entitled to be paid credited with the proceeds of any such disposition until the monies therefor are actually received. The Lessee hereby waives any damages or claim to damages arising from any retaking of possession under the terms of this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;lease; or
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, name of and as the irrevocably appointed agent and attorney for Lessee and without terminating or being deemed to have terminated this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term lease take possession of the Base LeaseCollateral and proceed to lease the Collateral to any other person, firm or corporation on such terms and conditions, f or such rental and for such period of time as Lessor may deem fit and receive such rental and hold the same and apply the same against any monies expressed to be payable from time to time by Lessee hereunder; or
(c) Without terminating terminate this lease and by written notice to Lessee require Lessee to forthwith pay to Lessor on the Base Lease or this Leasedate specified in such notice, conduct inspections or an Environmental Assessment as a genuine pre-estimate of liquidated damages for loss of a bargain and not as a penalty the present worth of the Project, and re-enter aggregate of all unpaid amounts due hereu nder as rental or otherwise to the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf expiration of the Issuer may refuse to re-enter or take control term of the Project lease (as if it has reasonable cause for the lease had not been terminated) calculated by discounting such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and amounts at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, 5 9G per annum compounded monthly less the net proceedsamount received by Lessor on any sale, if any of reletting the Project. Having elected to re-enter lease or take control other disposition of the Project Collateral after deducting all costs and expenses including legal fees and disbursements on a solicitor and own client basis. No one or more of the remedies referred to herein is intended to be exclusive, but each shall be cumulative and in addition to any other remedies referred to herein or otherwise available to the Lessor at law or in equity, and in particular pursuant to subsection (c) hereunderthe Personal Property Security Act of any Province or Territory in Canada in force or to come into force from time to time as the same may be proclaimed in force, the Issuer amended or the Trustee acting on behalf replaced by similar legislation from time to time. If upon any disposition of the Issuer may (subject, however, to any restrictions against termination Collateral under the provisions of this lease or under the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance provisions of any other obligation under remedies so available to the Base Lease or this LeaseLessor there shall be any surplus, elect to terminate this Lease in accordance with subsection (b) hereunder such surplus shall be the sole and thereafter proceed to sell its interest in the Project. If, in accordance with any absolute property of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantLessor.
Appears in 1 contract
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueCompany;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 10 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Lease, or this Lease, conduct inspections or an Environmental Assessment environmental assessment of the Project, and re-enter re‑enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter re‑enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter re‑enter or take control possession of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry re‑entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry re‑entry or taking of control possession shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry re‑entry or taking of controlpossession. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter re‑enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its leasehold interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter re‑enter and take control possession of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Lease
Remedies on Default. Whenever A. If Company defaults in payment of fees or defaults in the performance of any Event of Default the other covenants or conditions hereof, Foundation may give the Company notice of such default and if the Company does not cure any such default within thirty (30) days, after the giving of such notice (or if such default is of such nature that it cannot be completely cured within such period, or if the Company does not commence such curing within such thirty (30) days and thereafter proceeds with reasonable diligence and in good faith to cure such default), then Foundation may terminate this Agreement on not less than thirty (30) day notice to the Company. On the date specified in such notice the Term of this Agreement shall terminate, and the Company shall then quit and surrender the Facilities to Foundation, but the Company shall remain liable as hereinafter provided. If this Agreement shall have happened been so terminated by Foundation, Foundation may at any time thereafter resume possession of the Facilities by any lawful means and remove the Company or other occupants and their effects. No failure to enforce any Term shall be continuingdeemed a waiver.
B. Notwithstanding the foregoing provision, it is agreed that if the Company or its guarantor (if any) shall be adjudicated a bankrupt, or a receiver is appointed for the business and property of the Company or its guarantor (if any), or if the Company or its guarantor (if any) shall make an assignment for the benefit of creditors, then at the option of Foundation, this Agreement may be cancelled upon written notice by Foundation to the Company, but Foundation shall not be required to give the notice as required herein.
C. Upon the termination of this Agreement either at the option of Foundation as aforesaid, or at the expiration by lapse of time of the Term hereof, the Issuer Company will at once surrender possession of the Facilities to Foundation and remove all effects therefrom and if such possession be not immediately surrendered, the University shall forthwith re-enter the Facilities and repossess itself thereof as in its former estate and remove all persons and effects therefrom, using such force as may take be necessary, without being deemed guilty of any one trespass or forcible entry.
D. If Company shall not remove all effects from the Facilities as above provided, Foundation may, at its option, remove any or all of said effects in any manner that Foundation shall choose and store the same without liability for loss thereof, and the Company will pay Foundation, on demand, any and all expenses incurred in such removal and also storage of said effects for any length of time during which the same shall be in Foundation’s possession or in storage, or Foundation may at its option, without notice, sell any or all of said effects in such manner and for such price as Foundation may deem best and apply the proceeds of such sale upon any amounts due under this Cooperative Agreement from the Company to Foundation, including the expenses of removal and sale.
E. In the event of a default, Foundation, at its option, may declare the entire fee for the balance of the Term, including the guaranteed minimum monthly fee herein provided for, plus the highest average monthly percentage fee earned during any prior Agreement year, immediately due and payable at once.
F. Any and all rights and remedies which Foundation may have under this Agreement, and any exhibit hereto attached and made a part hereof, and at law or in equity, shall be cumulative and shall not be deemed inconsistent with each other, and any two or more or all of such rights and remedies may be exercised at the following remedial actions:same time. In the event of default by Company, Foundation shall have the option to terminate, without additional notice, any Agreement between Foundation or any of its affiliates and the Company.
(a1) By written If Company shall default in the full and due performance of any covenant of this Agreement, Foundation shall have the right, upon five (5) days' notice to the Company upon acceleration (unless a shorter period of maturity notice or provision for the performance of such work without notice is elsewhere herein established), to perform the Bonds as provided same for the account of Company, and in the Indenture, the Trustee may declare the aggregate amount of such event all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease workers employed by the Company to Foundation and University shall be immediately due and payable as liquidated damages from deemed the agents of the Company, whereupon and any reasonable payment made, and expense incurred, by the same Foundation and University in this connection, shall forthwith become immediately due and payable by the Company providedto Foundation. If Foundation is compelled to incur any expenses, howeverincluding reasonable attorneys’ fees in instituting, that the Owners prosecuting or defending any action or proceeding instituted by reason of 100% in aggregate principal amount any default of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer sum or sums so paid by Foundation with all interest, costs and damages, shall be deemed immediately due to Foundation upon demand. Any and all sums payable by Company to Foundation shall bear interest at the Trustee acting on behalf rate of six per centum (6%) per annum from the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice due date to the Company given at date of actual payment, and any time thereafter while and all such sums (except the Company is in fee hereinabove expressly reserved) shall be deemed to be additional fee for the period prior to such due date, and Foundation shall have the same remedies for default in the payment of Basic Rent or Additional Rent or such additional fees as for default in the performance payment of any other obligation the fees expressly reserved.
(2) In the event that under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer Agreement Foundation shall have the right to elect to re-enter privilege of performing any covenant in respect of which Company may be in default and take control of recovering the Project, the Issuer may enter and expel expenses so involved from the Company and those claiming through as additional fees or under otherwise, such remedy shall not be the Company and remove exclusive remedy of Foundation but the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding Foundation may, at its option, treat such default as a breach of covenantsubstantial obligation of this Agreement and shall have all the other remedies in respect thereof provided in this or any other Article of this Agreement.
Appears in 1 contract
Sources: Facilities Use Agreement
Remedies on Default. Whenever any Event event of Default default referred to in Subsection 9.1 hereof shall have happened and be continuingcontinuing (after expiration of all applicable cure periods) with respect to the Public Improvements, CITY shall have the Issuer may right, at its option, to take any one or more any combination of the following remedial actionssteps, which shall be in addition to and not in limitation of any rights or remedies CITY or MBOI may have under the Loan Agreement, any Related Documents or the Lease:
(a) By Cancel and terminate the Lease by written notice to in accordance with law, re-enter and take possession of the Company upon Public Improvements, and, in that event, exercise all remedies of CITY against CONSUMER DIRECT under the Lease; or
(b) In the event any Public Improvements Use Fee is not paid when due or within the applicable cure period and such default in payment results in an acceleration of maturity the indebtedness owed by CITY under the Loan Agreement and Note, may declare, at its option, the entire sum of all Use Fees for the full term of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all Loan then remaining unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages without notice; or take whatever other action at law or in equity may appear necessary or desirable to collect the Public Improvement Use Fees due from the CompanyCONSUMER DIRECT hereunder or enforce performance and observance of any obligation, whereupon the same agreement or covenant of CONSUMER DIRECT under this Agreement. Nothing herein shall become immediately due and payable by the Company providedpreclude MBOI from resorting, howeverin its sole discretion, that the Owners to any Collateral for payment or satisfaction of 100% in aggregate principal amount any obligation hereunder or under any Related Document, including without limitation foreclosure of any one or both of the Outstanding Bonds must provide written consent Trust Indentures, or exercising any or all of its rights under the Assignment of Public Improvements Use Fee Agreement or the Assignment of Lease, and nothing in this Agreement, the Loan Agreement or any Related Document (except the Landlord’s Consent to Assignment or Master Agreement) shall require or be construed to require that MBOI marshal assets or resort to the Issuer Collateral in any particular order or proportion with respect to any such default. Except for the failure to make any Public Improvement Use Fee payment required under this Agreement or as to the lesser time period in circumstances set forth in Section 9.1(b) of this Agreement, CONSUMER DIRECT shall have 60 days from and after written notice from CITY or MBOI specifying such event of default and demanding that it be cured; provided that (a) CONSUMER DIRECT is proceeding diligently and in good faith to cure the Trustee to declare all unpaid Basic Rent immediately due;
event of default, and (b) Give the Company written notice of intention right to terminate this Lease and the Base Lease on a date specified therein, which date cure as provided herein shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured commence on the date so specifiedof notice of the event of default. During the applicable notice and cure period, the Company’s leasehold interest CITY shall not exercise any remedies under this Subsection 9.2 with respect to such default or event of default unless CITY determines that CONSUMER DIRECT is not proceeding diligently and in good faith to cure the Project shall cease, event of default or circumstances otherwise render action by the CITY in its discretion to be reasonable. Nothing contained herein is intended or to be construed to prevent the CITY during such notice and cure period from undertaking preparatory action to enforce or protect its rights under this Lease shall thereupon be terminated, and Agreement or the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantpublic responsibility.
Appears in 1 contract
Remedies on Default. Whenever any Event of Default shall have happened has occurred and be is continuing, the Issuer may Lender, as assignee of the Issuer, shall have the right, at its sole option without any further demand or notice (except as required by applicable Laws), to take any one or more any combination of the following remedial actionssteps:
(a) By written by notice to the Company upon acceleration of maturity Issuer and the Corporation, declare the entire unpaid principal amounts of the Bonds as provided in and the IndentureLoan then outstanding, the Trustee may declare the aggregate amount of all interest accrued and unpaid Basic Rent or Additional Rent then or thereafter required thereon and all amounts payable under this Loan Agreement to be paid under this Lease by the Company to be immediately forthwith due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately and be forthwith due and payable payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer Corporation and the Trustee to declare all unpaid Basic Rent immediately dueIssuer;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; orexercise any remedy available under any other Corporation Document;
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant proceed by appropriate court action to legal proceedings or any notice provided for enforce specific performance by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf Corporation of the Issuer may (subjectapplicable covenants of this Loan Agreement or to recover for the breach thereof, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in including the payment of Basic Rent all amounts due from the Corporation. The Corporation shall pay or Additional Rent repay to the Lender or the Issuer all costs of such action or court action, including reasonable attorneys’ fees; and
(d) take whatever action at law or in equity may appear necessary or desirable to enforce its rights with respect to the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through Project or under the Company Corporation Documents. The Corporation shall pay or repay to the Lender or the Issuer all costs of that action, including reasonable attorneys’ fees and remove expenses. All proceeds from the property exercise of remedies shall be applied in the following manner: FIRST, to pay all reasonable costs and effects of both or either by all lawful means without being guilty expenses associated with the exercise of any manner remedies, including reasonable attorneys’ fees and expenses; SECOND, to pay (1) the Lender the amount of trespass all unpaid Loan Payments, if any, that are then due and without prejudice owing, together with interest and late charges thereon and (2) the Lender the then applicable Prepayment Amount (taking into account the payment of past due Loan Payments as provided); and THIRD, to pay the remainder of the proceeds to the Corporation. Notwithstanding any remedies for arrears other remedy exercised hereunder, the Corporation shall remain obligated to pay to the Lender any unpaid portion of Basic Rent or Additional Rent or preceding breach of covenantthe Prepayment Amount.
Appears in 1 contract
Sources: Loan Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuingby Developer referred to in Section 9.1 of this Agreement occurs, the Issuer City may take any one or more of the following remedial actionsactions and unless otherwise provided such actions may be taken only after providing thirty (30) days written notice to the Developer of the Event of Default and the Event of Default has not been cured within said thirty (30) days or, if the Event of Default is by its nature incurable within thirty (30) days, the Developer does not provide assurances to the City reasonably satisfactory to the City that the Event of Default will be cured and will be cured as soon as reasonably possible:
(a) By written notice to Suspend its performance under the Company upon acceleration of maturity of Agreement and the Bonds as provided in TIF Note until it receives assurances from the IndentureDeveloper, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease deemed adequate by the Company to be immediately due City, that the Developer will cure its default and payable as liquidated damages from continue its performance under the Company, whereupon the same Agreement. This suspension shall become immediately due and payable by the Company providednot, however, that extend the Owners of 100% in aggregate principal amount of time period during the Outstanding Bonds Developer must provide written consent to complete the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueMinimum Improvements;
(b) Give Cancel and rescind this Agreement and the Company TIF Note; provided, however, the City agrees that it will not exercise this remedy for a period of up to one hundred eighty (180) days after giving written notice to the Developer if the Developer has commenced to cure the Event of intention to terminate this Lease and Default within the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days 30-day period after such notice and is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term diligently pursuing a cure of the Base Lease; ordefault;
(c) Without terminating Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to the Base Lease City to collect any payments due or damages arising under this LeaseAgreement, conduct inspections or an Environmental Assessment to enforce performance and observance of any obligation, agreement, or covenant of the ProjectDeveloper under this Agreement. Upon an Event of Default by the Developer, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer City or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer Developer shall have the right to elect to re-enter request a meet and take control of the Projectconfer process. Such process may be exercised concurrently with, in addition to, or in lieu of, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty exercise of any manner other remedies and shall not preclude the subsequent exercise of trespass any remedies. To initiate the meet and without prejudice confer process, written notice shall be provided by the party requesting a meet and confer process. Thereafter, the parties shall meet and confer in an attempt to any remedies for arrears remedy and resolve the Developer Event of Basic Rent or Additional Rent or preceding breach Default. The parties shall meet a minimum of covenant.three (3) times within a thirty (30) day period and shall work in good faith to attempt to remedy and resolve the Developer Event of Default
Appears in 1 contract
Sources: Development Agreement
Remedies on Default. Whenever any such Event of Default shall have happened and be continuing, the Issuer may take any one or more Trustee, as assignee of the following remedial actionsIssuer and on its behalf, or (but only as to any Unassigned Rights) the Issuer, may:
(a) By written notice to Declare all installments of Basic Rent payable under this Second Supplemental Lease for the Company upon acceleration of maturity remainder of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Term to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may reRe-enter and control take possession of the Project, without terminating the Lease Agreement, exclude the Company from possession thereof and sublease the Project or any part thereof, for the remaining term account of the Base Lease; orCompany, holding the Company liable for the difference in the rent and other amounts payable by such sublessee and the Rentals and other amounts payable by the Company hereunder;
(c) Without terminating Terminate the Base Lease or this LeaseAgreement, conduct inspections or an Environmental Assessment of exclude the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control Company from possession of the Project if it has reasonable cause and lease the same for the account of the Issuer, holding the Company liable for all Rentals due up to the date such refusal. “Reasonable cause” shall include lease is made for the presence on account of the Project Issuer;
(d) Take whatever action at law or in equity may appear necessary or desirable to collect the Rentals then due, whether by declaration or otherwise, or to enforce any obligation, covenant or agreement of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under the Lease Agreement or imposed by any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlapplicable law. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this ArticleSection are subject to the further limitation that any rescission by the Trustee, pursuant to Section 602 of the Indenture, of its declaration that all of the Bonds are immediately due and payable also shall constitute an annulment of any corresponding declaration made pursuant to paragraph (a) of this Section and a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration had been made; provided, that no such waiver or rescission shall extend to or affect any subsequent or other default or impair any right consequent thereon; provided further, that the Issuer shall have the right to elect to re-enter and take control may, without consent of the ProjectTrustee, waive any Event of Default hereunder with respect to Unassigned Rights, and that the Issuer Trustee may enter and expel not, without the Company and those claiming through or under written consent of the Company and remove the property and effects Issuer, waive any Event of both or either by all lawful means without being guilty of any manner of trespass and without prejudice Default hereunder with respect to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantUnassigned Rights.
Appears in 1 contract
Sources: Second Supplemental Lease Agreement (Ocean Bio Chem Inc)
Remedies on Default. Whenever any Lease Event of Default shall have happened occurred and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By by written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueTenant;
(b) Give give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days ten (10) days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter reenter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease Term or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed the Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by the Issuer shall be construed as an election on the Issuer's part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by the Issuer shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company possession, and the Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the . The net proceeds, if any, of any reletting of reletting the ProjectProject after deducting all of the Issuer's expenses incurred in connection with such reletting, including without limitation, all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting, shall be deposited in the Debt Service Fund for payment of principal of, premium, if any, and interest on the Bonds. Having elected If the Issuer elects to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Lease (Capital Lease Funding Inc)
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company Tenant; provided, however, that the Owners of 100at least 75% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days 10 days after such notice is given and, if all defaults have not then been cured on the date so specified, the CompanyTenant’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control possession of the Project without terminating the Base Lease or Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-re- entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Lease
Remedies on Default. Whenever any Event of Default shall have happened occurred and be continuing, the Issuer may take Lessor shall have the right, at its sole option without any one or more of the following remedial actions:further demand
(a) By written notice to the Company upon acceleration of maturity of Sub-Lessee and the Bonds as provided in the IndentureLessee, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from an amount equal to all Rental Payments and other amounts then due and unpaid under the Companyrelated Lease, all interest accrued thereon and unpaid and the entire unpaid principal portion of all remaining Rental Payments due during the applicable Lease Term, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;without any further action or notice; DRAFT
(b) Give With or without terminating the Company written notice Lease Term under such Lease, retake possession of intention the Equipment wherever situated, without any court order or other process of law and without liability for entering the premises, and lease, sub-lease or make other disposition of the Equipment for use over a term in a commercially reasonable manner, all for the account of the Lessor or the Lessee; provided that the Sub-Lessee shall remain directly liable for the deficiency, if any, between the rent or other amounts paid by a lessee or sub-lessee of the Equipment pursuant to terminate this Lease such lease or sublease during the same period of time, after deducting all costs and expenses, including reasonable attorney’s fees and expenses, incurred with respect to the recovery, repair and storage of the Equipment during such period of time and the Base Rental Payments due under the related Lease;
(c) With or without terminating the Lease on a date specified thereinTerm under such Lease, which date shall not be earlier than 30 Business Days after such notice is given andretake possession of the Equipment wherever situated, if all defaults have not then been cured on without any court order or other process of law and without liability for entering the date so specified, the Company’s leasehold interest in the Project shall ceasepremises, and this sell the Equipment in a commercially reasonable manner;
(d) Proceed by appropriate court action to enforce performance by the Lessee or the Sub-Lessee of the applicable covenants of such Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project or to recover for the remaining term breach thereof, including the payment of all amounts due from the Base Sub-Lessee. The Sub-Lessee shall pay or repay to the Lessor or the Lessee all costs of such action or court action other than attorneys’ fees;
(e) Take whatever action at law or in equity may appear necessary or desirable to enforce its rights with respect to the Equipment subject to such Lease. The Sub-Lessee shall pay or repay to the Lessor or the Lessee all costs of such action or court action other than attorneys’ fees; or
(cf) Without terminating Deliver written notice to the Base Acquisition Fund Custodian to liquidate immediately all investments held in the Acquisition Fund and the Acquisition Fund Custodian shall liquidate such investments and transfer the proceeds thereof and all other moneys held in the Acquisition Fund to the Lessor. Notwithstanding the provisions of any Lease relative to the passage of legal title to the Equipment thereunder to the Lessor upon an Event of Default by the Sub-Lessee and the delivery of possession to the Lessor or this Lease, conduct inspections or an Environmental Assessment the taking of possession of the ProjectEquipment by the Lessor upon an Event of Default by the Sub-Lessee, the Lessor has not and redoes not hereby agree to accept or retain the Equipment in discharge of the Sub-enter the Project or take control thereof pursuant to legal proceedings or Lessee’s obligations under any notice provided for by law and this Lease. The Issuer or Lessor, the Trustee acting on behalf Lessee and the Sub-Lessee hereby acknowledge and agree that the passage of legal title to the Lessor upon an Event of Default by the Sub-Lessee and the Lessor’s obtaining possession of the Issuer may refuse to reEquipment is not an election by the Lessor under Section 9-enter or take control 620 of the Project if it has reasonable cause for such refusalapplicable Uniform Commercial Code or any other provision to accept the Equipment in discharge and satisfaction of the Sub-Lessee’s obligations under each Lease. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of Notwithstanding any Environmental Law or the existence or threat of a remedial action against the Company other remedy exercised under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and Sub-Lessee shall remain obligated to pay to the Trustee acting on behalf Lessor any unpaid portion of the Issuer Purchase Price and all other amounts due under the related Lease. All of the Sub-Lessee’s right, title and interest in and to any Equipment the possession of which is retaken by the Lessor upon the occurrence of an Event of Default (including, without limitation, construction contracts, warranties, guaranties or completion assurances applicable to such Equipment) shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and terminate immediately upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlrepossession. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.DRAFT
Appears in 1 contract
Remedies on Default. Whenever Upon the happening of any Event of Default, Corporation, and after reasonable opportunity to cure by the District, may exercise any and all remedies available pursuant to law or in equity or granted pursuant to this Sublease. Corporation is expressly authorized to enter and re- enter the Site and the Project and, in addition, at its option, with or without such entry to terminate this Sublease. In the Event of Default shall have happened and be continuingnotwithstanding any entry or re-entry by Corporation, the Issuer may take any one or more District shall continue to remain liable for the payment of Sublease Payments and damages for breach of this Sublease and the following remedial actionsperformance of all conditions herein such Sublease Payments and damages shall be payable to Corporation at the time and in the manner set forth in subsections (a) and (b) of this Section:
(a) By written In the event that Corporation does not elect to terminate this Sublease pursuant to subsection (b) below, the District agrees to and shall remain liable for the payment of Sublease Payments and the performance of all conditions herein and shall reimburse Corporation for any deficiency arising out of the re-letting of the Project and the Site, or, in the event that Corporation is unable to re-let the Project and the Site, then for the full amount of the Sublease Payments to the end of the Sublease term. District hereby irrevocably appoints Corporation as the agent and attorney-in-fact of the District to enter upon and relet the Project and the Site in the Event of Default by the District. If the Project and the Site are re-let to a private operator, the agreement evidencing such re-letting shall conform with requirements of State and Federal law in a manner that will not cause the interest portion of the Sublease Payments to become includable in gross income for Federal income tax purposes.
(b) In the event of termination of this Sublease by Corporation at its option and in the manner hereinafter provided on account of default by the District (and notwithstanding any re-entry upon the Project by Corporation in any manner whatsoever or the re-letting of the Project and the Site), the District agrees to pay to Corporation all costs, loss or damages howsoever arising or occurring payable at the same time and in the same manner as the Sublease Payments. Neither notice to the Company upon acceleration of maturity pay Sublease Payments or to deliver up possession of the Bonds as provided Project and the Site given pursuant to law nor any proceeding in unlawful detainer taken by Corporation shall of itself operate to terminate this Sublease. No right or remedy herein conferred upon or reserved to Corporation is exclusive of any other right or remedy herein, but each shall be cumulative of every other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be enforced concurrently therewith or from time to time; provided, however, that notwithstanding any provisions to the Indenturecontrary herein, Corporation shall not under any circumstances have the Trustee may right to accelerate the Sublease Payments that fall due in future Sublease periods or otherwise declare the aggregate amount of all unpaid Basic Rent or Additional Rent any Sublease Payments not then or thereafter required to be paid under this Lease by the Company in default to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantpayable.
Appears in 1 contract
Sources: Sublease Agreement
Remedies on Default. Whenever Subject to Section 11.3(b), whenever any Event of Default shall have happened referred to in Section 11.1 of this Agreement occurs and be is continuing, the Issuer City, as specified below, may take any one or more of the following remedial actionsactions after the giving of thirty (30) days’ written notice by City to Developer and to the holder of the First Mortgage (but only to the extent City has been informed in writing of the existence of a First Mortgage and been provided with the address of the holder thereof) of the Event of Default, but only if the Event of Default has not been cured within said thirty (30) days, or if the Event of Default cannot reasonably be cured within thirty (30) days and Developer does not provide assurances reasonably satisfactory to City that the Event of Default will be cured as soon as reasonably possible:
(a) By written notice a. City may suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by City, that Developer will cure its default and continue its performance under this Agreement;
b. City may terminate this Agreement;
c. City may take any action, including legal, equitable, or administrative action, which may appear necessary or desirable to enforce performance and observance of any obligation, agreement, or covenant of Developer, as the case may be, under this Agreement;
d. City shall have no obligation to make payment of the Blight Remediation Grants to Developer subsequent to an Event of Default and shall be entitled to recover from Developer, and Developer shall repay to City, an amount equal to the Company upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal full amount of the Outstanding Bonds must provide written consent Blight Remediation Grants previously made to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall ceaseDeveloper under Article VIII hereof, and City may take any action, including any legal action it deems necessary, to recover such amount from Developer. City may demand such payment at any time following its determination that Developer is in default under this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base LeaseAgreement; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer e. City shall have the right to elect to re-enter and take control pursue all remedies under the Promissory Note. Notwithstanding the foregoing, if Developer’s Event of Default is triggered via a breach of the ProjectInterlocal HOME Agreement or the State Agreement, and Developer’s right and/or the Issuer may enter period to cure such breach exceeds those provided hereunder, City’s remedies under this Agreement shall not be available unless and expel until Developer fails to cure such breach pursuant to the Company and those claiming through terms of the Interlocal HOME Agreement or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantState Agreement.
Appears in 1 contract
Remedies on Default. Whenever any Event Upon the occurrence of Default shall have happened and be continuing, the Issuer may take any one or more Events of Default, the Landlord may, at its option, and in addition to and without prejudice to all rights and remedies of the following remedial actionsLandlord available to it either by any other provision of this Lease or by statute or the general law:
(a) By written notice be entitled to the Company upon acceleration of maturity full amount of the Bonds as provided in current month's and the Indenture, the Trustee may declare the aggregate amount next three months' installments of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be which shall immediately become due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent Landlord may immediately duedistrain for the same, together with any arrears then unpaid;
(b) Give without notice or any form of legal process, forthwith re-enter upon and take possession of the Company Leased Premises or any part thereof in the name of the whole and re-let the Leased Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees fit and remove and sell the Tenant's merchandise, stock in trade, goods, chattels and trade fixtures therefrom, any rule of law or equity to the contrary notwithstanding;
(c) seize and sell such goods, chattels and equipment of the Tenant as are in the Leased Premises and may apply the proceeds thereof to all Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction or otherwise, and either in bulk or by individual item, all as the Landlord in its sole discretion may decide;
(d) terminate this Lease by leaving upon the Leased Premises ten (10) days prior written notice of intention the termination, and termination shall be without prejudice to terminate this Lease and the Base Lease on a date specified thereinLandlord's right to damages; it being agreed that the Tenant shall pay to the Landlord as damages the loss of income of the Landlord to be derived from the Leased Premises for the unexpired portion of the Term had it not been terminated, which date provided that the Landlord shall not be earlier entitled in any event to receive any damages greater than 30 Business Days after such notice is given and, if all defaults have not then been cured on those damages the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon Landlord would be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Leaseentitled to receive at law; or
(ce) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter into and upon the Project or take control thereof pursuant to legal proceedings Leased Premises or any notice provided for by law and this Lease. The Issuer or part thereof in the Trustee acting on behalf name of the Issuer may refuse whole and repossess and enjoy the same as of the Landlord's former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to entering, terminating, re-enter letting, collecting sums due or take control of payable by the Project without terminating the Base Lease Tenant or this Leaserealizing upon assets seized including tenant inducements, the Issuer leasing commissions, legal fees on a solicitor and client basis and all disbursements and the Trustee acting on behalf expense of keeping the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the ProjectLeased Premises in good order, and no such preparing the same for re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantletting.
Appears in 1 contract
Sources: Commercial Lease (Emtec Inc/Nj)
Remedies on Default. Whenever any Event of Default shall have happened has occurred and be is continuing, the Issuer may Lender, as assignee of the City, shall have the right, at its sole option without any further demand or notice, to take any one or more any combination of the following remedial actionssteps:
(a) By written by notice to the Company upon acceleration of maturity City and the Corporation, declare the entire unpaid principal amounts of the Bonds as provided in the IndentureNote then outstanding, the Trustee may declare the aggregate amount of all interest accrued and unpaid Basic Rent or Additional Rent then or thereafter required thereon and all amounts payable under this Agreement to be paid under this Lease by the Company to be immediately forthwith due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately and be forthwith due and payable payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which are hereby expressly waived by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer Corporation and the Trustee to declare all unpaid Basic Rent immediately dueCity;
(b) Give the Company written notice of intention to terminate this exercise any remedy available under any other Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; orDocument;
(c) Without terminating proceed by appropriate court action to enforce specific performance by the Base Lease City or this Lease, conduct inspections or an Environmental Assessment the Corporation of the Projectapplicable covenants of this Agreement or to recover for the breach thereof, and re-enter including the payment of all amounts due from the Corporation. The Corporation shall pay or repay to the Lender or the City all costs of such action or court action, including reasonable attorneys’ fees; and
(d) take whatever action at law or in equity may appear necessary or desirable to enforce its rights with respect to the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Leaseunder the Lease Documents. The Issuer Corporation shall pay or repay to the Lender or the Trustee acting on behalf City all costs of that action, including reasonable attorneys’ fees and expenses. All proceeds from the Issuer may refuse exercise of remedies shall be applied in the following manner: FIRST, to re-enter or take control of pay all reasonable costs and expenses associated with the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation exercise of any Environmental Law or remedies, including reasonable attorneys’ fees and expenses; SECOND, to pay (1) the existence or threat Lender the amount of a remedial action against all unpaid Lease Payments, if any, that are then due and owing, together with interest and late charges thereon, (2) the Company under any Environmental Law resulting from conditions on Lender the Project. Having elected to re-enter or take control then applicable Prepayment Amount (taking into account the payment of the Project without terminating the Base past due Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions Payments as are deemed advisable, with the right to make alterations and repairs to the Projectaforesaid), and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease(3) any other amounts due hereunder, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein)including indemnity payments, or taxes, charges, reimbursement of any of its advances and other obligations under the Base Lease amounts payable to Lender or this LeaseCity hereunder; and THIRD, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end remainder of the Term, whether or not proceeds to the Project shall have been relet, less the net proceeds, if Corporation. Notwithstanding any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) other remedy exercised hereunder, the Issuer or Corporation shall remain obligated to pay to the Trustee acting on behalf Lender any unpaid portion of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantPrepayment Amount.
Appears in 1 contract
Sources: Lease Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take a. Upon any one or more events of the following remedial actions:
(a) By default, and subject to Article 21, Landlord may, at its option, at any time thereafter, give written notice to Tenant specifying the Company upon acceleration event or events of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due default and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, stating that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date term demised shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured terminate on the date so specified, the Company’s leasehold interest specified in the Project notice, which shall ceasebe at least ten (10) days after the giving of the notice. Upon the date specified in the notice, this Lease and the term demised and all rights of Tenant under this Lease shall thereupon be terminatedterminate.
b. Upon termination of this Lease pursuant to this Section, Tenant shall quit and peacefully surrender the Demised Premises and the Issuer may re-enter and control Improvements to Landlord. Landlord, upon or at any time after the Project for the remaining term expiration or termination of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any without additional notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any other rights and remedies it shall have at law or in equity, may re-enter the Demised Premises and Improvements, and remove from them Tenant, its agents, employees, servants, licensees, and subtenants and other persons, firms or corporations and all or any of its of their property, either by summary dispossess proceedings or by any suitable action or proceeding at law or in equity, and may repossess and have, hold and enjoy the Demised Premises and the Improvements.
c. Upon Landlord’s termination of this Lease, re-entry of the Demised Premises and Improvements or dispossession of the Tenant by summary proceedings or otherwise:
i. The rent shall become due and payable and be paid up to the time of termination, re-entry, or dispossession;
ii. Landlord at any time and from time to time may, and shall use reasonable efforts to, relet the Demised Premises and Improvements or any part or parts thereof, either in the name of Landlord or otherwise, for arrears a term or terms which may, at Landlord’s option, be less than or exceed the period which would otherwise have constituted the balance of Basic Rent the term of this Lease and on such conditions, including, without limitation, concessions of free rent and alterations of the Demised Premises and Improvements, as Landlord may determine, and Landlord may collect and receive all rents and income from them;
iii. Tenant, until the end of what would have been the term of this Lease in the absence of expiration or Additional Rent termination, shall be liable to and shall pay Landlord, as agreed current damages (the “current damages”) for Tenant’s default, the amount of all rent which would have been payable under this Lease by Tenant if it were still in effect, less the net proceeds of any reletting pursuant to the provisions of this Section, after deducting all Landlord’s expenses in the reletting, including, without limitation, all repossession costs, brokerage and management commissions, operating expenses, legal expenses, reasonable attorney’s fees, alteration costs, and expenses of preparation for reletting; and
iv. Tenant shall pay the current damages to Landlord, and Landlord shall be entitled to recover them from Tenant, by separate action, actions or preceding breach of covenantproceedings, at such time or times when rent would have been payable under this Lease if it were still in effect. Nothing in this Lease shall be deemed to require Landlord to await the date this Lease would have expired had there been no default by Tenant or no termination by Landlord.
Appears in 1 contract
Sources: Commercial Lease Agreement
Remedies on Default. Whenever any such Event of Default shall have happened and be continuing, the Issuer may take any one or more Trustee, as assignee of the following remedial actionsIssuer and on its behalf, or (but only as to any Unassigned Rights) the Issuer, may:
(a) By written notice to the Company upon acceleration Declare all installments of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid payable under this Lease by Agreement for the Company remainder of the Lease Term to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may reRe-enter and control take possession of the Project, without terminating this Lease Agreement, exclude the Company from possession thereof and sublease the Project or any part thereof, for the remaining term account of the Base Lease; orCompany, holding the Company liable for the difference in the rent and other amounts payable by such sublessee and the Rentals and other amounts payable by the Company hereunder;
(c) Without terminating Terminate this Lease Agreement, exclude the Base Lease or this Lease, conduct inspections or an Environmental Assessment Company from possession of the ProjectProject and lease the same for the account of the Issuer, and re-enter holding the Project Company liable for all Rentals due up to the date such lease is made for the account of the Issuer;
(d) Take whatever action at law or take control thereof pursuant in equity may appear necessary or desirable to legal proceedings collect the Rentals then due, whether by declaration or otherwise, or to enforce any notice provided for obligation, covenant or agreement of the Company under this Lease Agreement or imposed by law and this Leaseany applicable law. The Issuer or the Trustee acting on behalf may, without consent of the Issuer may refuse Trustee, waive any Event of Default hereunder with respect to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this LeaseUnassigned Rights, the Issuer and the Trustee acting on behalf may not, without the written consent of the Issuer shall use reasonable diligence Issuer, waive any Event of Default hereunder with respect to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlUnassigned Rights. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this ArticleSection are subject to the limitation that any rescission by the Trustee, the Issuer shall have the right pursuant to elect to re-enter and take control Section 602 of the ProjectIndenture, of its declaration that all of the Issuer may enter Bonds are immediately due and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty payable also shall constitute an annulment of any manner corresponding declaration made pursuant to paragraph (a) of trespass this Section and without prejudice a waiver and rescission of the consequences of that declaration and of the Event of Default with respect to which that declaration had been made; provided that no such waiver or rescission shall extend to or affect any remedies for arrears of Basic Rent subsequent or Additional Rent other default or preceding breach of covenantimpair any right consequent thereon.
Appears in 1 contract
Sources: Lease Agreement (Ocean Bio Chem Inc)
Remedies on Default. Whenever any Event of Default shall have happened and be continuingoccurs, the Issuer City shall provide written notice to the Redeveloper thereof as required herein, specifying the nature of the default and the actions necessary to cure the default. If the Event of Default is not cured within thirty (30) days after the Redeveloper’s receipt of such notice (except with respect to an Event of Default referred to in Section 12.A.4., in which case the City may act immediately), the City may take any one or more of the following remedial actionsactions set forth below:
(a) By written notice 1. The City may suspend its performance under this Agreement until it receives assurances from the Redeveloper, deemed adequate by the City, that the Redeveloper will cure its default and continue its performance under this Agreement.
2. Prior to Closing, the City may cancel and rescind this Agreement.
3. The City may withhold the applicable Certificate of Completion. Upon cure of such Event of Default, and provided that Redeveloper is in compliance with this Agreement, the City shall release such Certificate of Completion.
4. Take action for revestment of title under Section 12.G.
5. Take whatever action, including legal, equitable or administrative action, which may appear reasonably necessary or desirable to the Company upon acceleration City, including any actions to collect any payments due under this Agreement, or to enforce performance and observance of maturity any obligation, agreement, or covenant to the Redeveloper under this Agreement. The City may elect to take no such action, notwithstanding an Event of Default not having been cured within said thirty (30) days, if the Redeveloper provides the City with written assurances satisfactory to the City that the Event of Default will be cured as soon as reasonably possible. Any post Closing remedies of the Bonds as City may be initiated up until all Conveyance Obligations are satisfied and a Certificate of Completion is provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company City. Notwithstanding anything to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company providedcontrary in this Agreement, however, in the event that any Event of Default by Redeveloper occurs prior to Closing, the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention City’s sole remedy shall be to terminate this Lease Agreement in the manner provided by ▇▇▇▇. Stat. § 559.21 and receive the Escrow Deposits from the Title Company, as liquidated damages, in which event this Agreement shall be deemed null and void and the Base Lease on a date specified thereinParties shall be released from all further obligations and liabilities under this Agreement. Such termination of this Agreement and receipt of the Escrow Deposits will be the only remedies available to City for an Event of Default by Redeveloper occurring prior to Closing, which date shall and Redeveloper will not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project liable for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease damages or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantspecific performance.
Appears in 1 contract
Sources: Purchase Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer Trustee (acting on behalf of the Issuer, as assignee of the Issuer’s rights hereunder) may take any legal action, including but not limited to, one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee acting on behalf of the Issuer may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;Tenant.
(b) Give The Trustee acting on behalf of the Company Issuer may give the Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given and, if all defaults Defaults have not then been cured on the date so specified, the CompanyTenant’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and terminate. The Trustee acting on behalf of the Issuer may thereafter re-enter and control take possession of the Project for the remaining term and pursue all its available remedies, including sale of the Base Lease; orProject and judgment against the Tenant for possession of the Project and/or all Basic Rent and Additional Rent then owing, including costs and attorney fees.
(c) Without terminating the Base Lease Term hereof, or this Lease, the Trustee acting on behalf of the Issuer may conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided provided. for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. .
(d) Having elected to re-enter or take control possession of the Project without terminating the Base Lease or this Leasepursuant to subsection 20.1(c), the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to may relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. .
(e) Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder20.1(c), the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Trust Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default Default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b20.1(b) hereunder and thereafter proceed to sell its interest in the Project. exercise any remedies lawfully available.
(f) If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer or the Trustee acting on behalf of the Issuer, may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantcontract by the Tenant.
(g) Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service Fund for application to pay the Bonds and interest thereon. “Net proceeds” shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting or sale.
Appears in 1 contract
Sources: Lease (Lmi Aerospace Inc)
Remedies on Default. Whenever If any Event of Default referred to in Section 12.1 hereof shall have happened occurred and be continuing, then the Issuer City may at the City's election (subject, however, to any restrictions against acceleration of the maturity of the Bonds or termination of this Lease in the Indenture), then or at any time thereafter, and while such default shall continue, take any one or more of the following remedial actions:
(a) By written notice cause all amounts payable with respect to the Company upon acceleration of maturity Bonds for the remainder of the Bonds term of this Lease to become due and payable, as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days 60 days after such notice is given andgiven, and if all defaults have not then been cured cured, on the date so specified, the Company’s leasehold interest in 's rights to possession of the Project shall cease, cease and this Lease shall thereupon be terminated, and the Issuer City may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or to take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer City shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed the City may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by the City shall be construed as an election on the City's part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by the City shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The possession, and the Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the this Lease Term, whether or not the Project shall have been relet, less the net proceedsNet Proceeds, if any, of any reletting of the Project after deducting all of the City's reasonable expenses in or in connection with such reletting, including without limitation all repossession costs, brokerage commissions, legal expenses, expenses of employees, expenses for title reports, commitments or policies, alteration costs and expenses of preparation for reletting. Said Net Proceeds of any reletting shall be deposited in the ProjectBond Fund. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunderwithout terminating this Lease, the Issuer or the Trustee acting on behalf of the Issuer City may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease on a date to be specified in accordance with subsection such notice, which date shall be not earlier than 30 days after re-entry under (bc) hereunder above, and thereafter proceed to sell its interest in if all defaults shall not have then been cured, on the Projectdate so specified this Lease shall thereupon be terminated. If, If in accordance with any of the foregoing provisions of this Article, Article the Issuer City shall have the right to elect to re-enter and take control possession of the Project, the Issuer City may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent rent or preceding breach of covenant. The City may take whatever action at law or in equity which may appear necessary or desirable to collect rent then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Lease.
Appears in 1 contract
Sources: Lease Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueTenant;
(b) Give the Company Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given and, if all defaults Defaults have not then been cured on the date so specified, the Company’s leasehold interest in Tenant's rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof possession hereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “"Reasonable cause” " shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control possession of the Project without terminating the Base Lease or Term of this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms tern and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-re- entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-re- entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder20.1(c), the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b20.1('o) hereunder and thereafter proceed to sell its Issuer's interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall shah have the right fight to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property ▇▇▇▇▇rty and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.covenant by Tenant
Appears in 1 contract
Sources: Lease (Collins Industries Inc)
Remedies on Default. Whenever Upon any Event of Default shall have happened default and be continuingwithout demand, the Issuer may take any one or more DEBTOR agrees immediately to assemble the Collateral and make it available to the AUTHORITY at the place and time designated in the said demand. The AUTHORITY shall be entitled to immediate possession of the following remedial actions:
Collateral and the AUTHORITY may: (ai) By written notice enter any premises where any Collateral may be located for the purpose of taking possession of and removing same, and (ii) sell, assign, lease or otherwise dispose of the Collateral or any part thereof, either at public or private sale acceptable to the Company upon acceleration AUTHORITY, all at the AUTHORITY's sole option and as it, in its sole discretion, may deem advisable, and the AUTHORITY may bid or become purchaser at any such sale if public, free from any right of maturity redemption which is hereby expressly waived by the DEBTOR. Until sale, the AUTHORITY may store the Collateral on the premises where it is located when seized, and if said premises are the property of the Bonds as provided in the IndentureDEBTOR, the Trustee may declare DEBTOR agrees not to charge the aggregate amount AUTHORITY for storage thereof for a period of all unpaid Basic Rent ninety (90) days before or Additional Rent then after sale or thereafter required disposition of said Collateral. Unless the Collateral is perishable or threatens to be paid under this Lease by decline speedily in value or is of a type customarily sold in a recognized market, the Company to be immediately due and payable as liquidated damages from AUTHORITY will give the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount DEBTOR reasonable notice of the Outstanding Bonds must provide written consent to time and place of any public sale or the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written time after which any private sale or other intended disposition will be made. The requirement of reasonable notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after met if such notice is given andmailed to the DEBTOR at least five (5) days before the time of the sale or disposition. The net cash proceeds resulting from the collection, if liquidation, sale, or other disposition of the Collateral shall be applied first to the expenses (including a11 attorneys' fees) of preparing for said, storing, processing, selling, collecting, liquidating the Collateral and the like, and then t-o the satisfaction of all defaults have not then been cured on liabilities of the date so specifiedDEBTOR to the AUTHORITY, application as to particular obligations or against principal or interest under the Company’s leasehold interest Note to be in the Project AUTHORITY's sole discretion. The DEBTOR shall ceasebe liable to the AUTHORITY and shall pay to the AUTHORITY on demand, and this Lease shall thereupon be terminatedany deficiency which may remain after such sale, disposition, collection or liquidation of collateral, and the Issuer AUTHORITY in turn agrees to remit to the DEBTOR, or other persons as their interests appear, any surplus remaining after all such liabilities have been paid in full. To facilitate the exercise by the AUTHORITY of the rights and remedies set forth in this section, the DEBTOR hereby constitutes the AUTHORITY or any other person whom the AUTHORITY may redesignate, as attorney-enter and control the Project in-fact for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this LeaseDEBTOR, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, howeverDEBTOR's expense, to any restrictions against termination of the Base Lease exercise all or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions powers, and other powers incidental to the foregoing, all of this Articlewhich, the Issuer being coupled with an interest, shall be irrevocable, shall continue until all obligations have the right to elect to re-enter been paid in full and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice shall be in addition to any other rights and remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantthat the AUTHORITY may have.
Appears in 1 contract
Sources: Security Agreement (Fibercore Inc)
Remedies on Default. Whenever any Event Upon the occurrence of Default shall have happened and be continuing, the Issuer may take any one or more Events of Default, the Landlord may, at its option, and in addition to and without prejudice to all rights and remedies of the following remedial actionsLandlord available to it either by any other provision of this Lease or by statute or the general law:
(al) By written notice be entitled to the Company upon acceleration of maturity full amount of the Bonds as provided current month's and the next three months' installments of Rent which shall immediately become due and payable and the Landlord may immediately distrain for the same, together with any arrears then unpaid;
(m) without notice or any form of legal process, forthwith re-enter upon and take possession of the Leased Premises or any part thereof in the Indenturename of the whole and re-let the Leased Premises or any part thereof on behalf of the Tenant or otherwise as the Landlord sees fit and remove and sell the Tenant's merchandise, stock in trade, goods, chattels and trade fixtures therefrom, any rule of law or equity to the Trustee contrary notwithstanding;
(n) seize and sell such goods, chattels and equipment of the Tenant as are in the Leased Premises and may declare apply the aggregate amount of proceeds thereof to all unpaid Basic Rent to which the Landlord is then entitled under this Lease. Any such sale may be effected by public auction or Additional Rent then otherwise, and either in bulk or thereafter required to be paid under by individual item, all as the Landlord in its sole discretion may decide;
(o) terminate this Lease by leaving upon the Company to be immediately due and payable as liquidated damages from the Company, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
Leased Premises ten (b10) Give the Company days prior written notice of intention the termination, and termination shall be without prejudice to terminate this Lease and the Base Lease on a date specified thereinLandlord's right to damages; it being agreed that the Tenant shall pay to the Landlord as damages the loss of income of the Landlord to be derived from the Leased Premises for the unexpired portion of the Term had it not been terminated, which date provided that the Landlord shall not be earlier entitled in any event to receive any damages greater than 30 Business Days after such notice is given and, if all defaults have not then been cured on those damages the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon Landlord would be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Leaseentitled to receive at law; or
(cp) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter into and upon the Project or take control thereof pursuant to legal proceedings Leased Premises or any notice provided for by law and this Lease. The Issuer or part thereof in the Trustee acting on behalf name of the Issuer may refuse whole and repossess and enjoy the same as of the Landlord's former estate, anything herein contained to the contrary notwithstanding; and the Tenant shall pay to the Landlord forthwith upon demand all expenses of the Landlord in re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to entering, terminating, re-enter letting, collecting sums due or take control of payable by the Project without terminating the Base Lease Tenant or this Leaserealizing upon assets seized including tenant inducements, the Issuer leasing commissions, legal fees on a solicitor and client basis and all disbursements and the Trustee acting on behalf expense of keeping the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the ProjectLeased Premises in good order, and no such preparing the same for re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantletting.
Appears in 1 contract
Remedies on Default. The Council acknowledges that this Lease Agreement constitutes part of a financing transaction with respect to the Project Development Work and that, as a result of the options in favor of the Company contained in Article XI hereof, the full economic value of the Project will accrue to the Company in the event that the Bonds are paid in full. In view of the character of this Lease Agreement as part of a financing transaction with respect to the Project, it is the intention of the parties hereto that, upon the occurrence and during the continuation of an Event of Default, the Company shall have rights as herein described with respect to the Project which, in the absence of express agreements to the contrary herein contained, would not be accorded the Company under the general laws now applicable to the relationship between the Council, as owner and lessor of the Project, and the Company, as lessee of the Project. In order that such rights of the Company may be preserved and protected from the adverse effect of any present or future law applicable thereto, the Council hereby expressly waives and relinquishes, to the extent it may lawfully do so, all rights and remedies with respect to the termination of this Lease Agreement and the repossession and disposition of the Project which are not consistent with the express provisions hereof, even though such rights and remedies are generally available to lessors as a matter of law. Whenever any Event of Default shall have happened occurred and be continuing, the Issuer Council and the Trustee, or the Trustee on behalf of the Council, may take any one or more of the following remedial actions:
(a) By written notice to take possession of the Project, exclude the Company upon acceleration of maturity from possession thereof and rent the same for the account of the Bonds as provided in Company, holding the Indenture, Company liable for the Trustee may declare the aggregate amount balance of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid rent and other amounts due under this Lease by the Lease;
(b) terminate the Lease, take possession of the Project, exclude the Company to be from possession thereof and lease the same for the account of the Council and the Trustee, holding the Company liable for all rent and other amounts due under the Lease until the date such other lease is made for the account of the Council and the Trustee;
(c) declare immediately due and payable as liquidated damages from Basic Rent in an amount equal to the Companyprincipal amount of all outstanding Bonds plus interest accrued on such Bonds to the date of such declaration, whereupon the same such Basic Rent shall become immediately due and payable, but only if, concurrently with such declaration, the principal of and accrued interest on the Bonds are also declared due and payable by pursuant to subsection (a) of Section 10.2 of the Indenture;
(d) have access to, and inspect, examine and make copies of, the books, records and accounts of the Company respecting the Project, but if and only if any of the Bonds are then outstanding; and
(e) take whatever legal proceedings may appear necessary or desirable to collect the rent then due, whether by declaration or otherwise, or to enforce any obligation, covenant or agreement of the Company under the Lease or any obligation of the Company imposed by any applicable law; provided, however, that neither the Owners of 100% in aggregate principal amount of Council nor the Outstanding Bonds must provide written consent to the Issuer and Trustee, nor the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(c) Without terminating the Base Lease or this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or Council, shall take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control described in either of the Project without terminating the Base Lease or this Lease, the Issuer subparagraphs (a) and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, Section 10.2 unless the Issuer shall have the right to elect to re-enter and take control Event of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects Default is described in subparagraph (a) of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantSection 10.1.
Appears in 1 contract
Remedies on Default. Whenever any If an Event of Default shall have happened occurs and be is continuing, the Purchaser and only the Purchaser, as the assignee of the Issuer may under the Indenture and on behalf of the Issuer, may, but is not required to, take any one or more of the following remedial actionssteps:
(a) A. By written notice to the Company upon acceleration declare all such amounts of maturity Rent payable for the remainder of the Bonds Term as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter are required to be paid under this Lease by provide for the Company Payment of the Bond to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become will be immediately due and payable payable;
B. Take possession of the Leased Property without terminating this Lease and lease or sublease the Leased Property for the account of the Company, crediting against the Rent required to be paid by the Company the amounts received by the Purchaser for the account of the Issuer from any lease or sublessee;
C. Terminate this Lease, hold the Company liable for all Rent due at the effective date of termination and due until the effective date of leasing the Leased Property to another, exclude the Company from possession of the Leased Property and lease or sublease the Leased Property to another; provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent such termination and exclusion will not impair any remedy granted to the Issuer and or the Trustee to declare all unpaid Basic Rent immediately duePurchaser under this Lease;
(b) Give D. Take whatever action at law or in equity may appear necessary or desirable to collect the Rent then due and thereafter to become due or to enforce the performance and observance of any obligation of the Company written notice of intention to terminate under this Lease and or the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base LeaseIndenture; or
(c) Without terminating E. Exercise any remedies provided for in the Base Lease or this Lease, conduct inspections or an Environmental Assessment Indenture. In the enforcement of the Projectremedies provided in this Section 7.2, the Purchaser, as the assignee of the Issuer and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control Issuer, will treat all expenses of enforcement, including, without limitation, legal, accounting and advertising fees, as Additional Payments then due and owing. As the assignee of the Project if it Issuer, the Purchaser has reasonable cause sole responsibility for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation exercise of any Environmental Law or the existence or threat remedies if an Event of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this LeaseDefault occurs and is continuing, the Issuer and the Trustee acting on behalf of provided that the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and be under no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of exercise any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease remedies in the Indenture), by notice event the Purchaser fails to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantdo so.
Appears in 1 contract
Sources: Lease Agreement
Remedies on Default. Whenever any Event of Default referred to in Section 10.1 hereof shall have happened and be continuingsubsisting, the Issuer Issuer, to the extent permitted by law, may take any one or more of the following remedial actionssteps:
(a) By written notice from time to time, take whatever action at law or in equity or under the Company upon acceleration terms of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by may appear necessary or desirable to collect the Company to be immediately due rents and payable as liquidated damages from the Company, whereupon the same shall become immediately due and other amounts payable by the Company providedhereunder then due or thereafter to become due, howeveror to enforce performance and observance of any obligation, that the Owners of 100% in aggregate principal amount agreement, or covenant of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;
(b) Give the Company written notice of intention to terminate under this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term of the Base Lease; or
(cb) Without terminating terminate this Lease and recover, as and for liquidated and agreed final damages for the Base Company’s default, all amounts that have theretofore become due plus an amount equal to all unpaid installments of Basic Rent and Preferred Rent, and if any statute or rule of law shall validly limit the amount of such liquidated final damages to less than the amount agreed upon, the Issuer shall be entitled to the maximum amount allowable under such statute or rule of law; no termination of this Lease pursuant to this Section shall relieve the Company from its obligations pursuant to Section 8.4 hereof. Any amounts of Basic Rent collected pursuant to action taken under this Section shall be applied in payment of the then-Outstanding Bond. Any amounts collected as Additional Rent shall be paid to the Person or Persons to whom such Additional Rent is due and owing hereunder. Any amounts collected as Preferred Rent shall be paid to the Issuer. Notwithstanding that this Lease (except for Unassigned Rights) is to be assigned to the Holder, the Issuer shall be entitled to enforce this Lease if any Event of Default relates to such Unassigned Rights or exposes the Issuer, its assets (other than the Pledged Security) or its members, officers, employees or agents to any liability. The Holder shall be entitled to enforce the provisions hereof that affect its interests hereunder. Notwithstanding the foregoing and notwithstanding any statutory, decisional, or other law to the contrary, in no event shall the Issuer have any right, without the prior written consent of the Holder, to terminate this Lease or this Lease, conduct inspections to enter upon or an Environmental Assessment otherwise to obtain possession of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf reason of the Issuer may refuse to re-enter or take control occurrence of any Event of Default by the Company hereunder unless (i) such Event of Default is a failure of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Preferred Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer when due and (ii) neither the Company or the Trustee acting Holder have paid the same within ninety (90) days after a written demand for payment thereof has been made on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantHolder.
Appears in 1 contract
Remedies on Default. Whenever any an Event of Default shall have happened occurred and be continuing, the Issuer may take any one or more of the following remedial actionssteps may be taken:
(a) By written notice to If the Company upon acceleration entire amount of maturity Loan Funds have not been disbursed, the Director may terminate any and all of the Bonds as provided in the Indenture, the Trustee Director’s obligations to provide additional Loan Funds under this Agreement;
(b) The Director may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid payments under this Lease by the Company Agreement to be immediately due and payable as liquidated damages from the Companypayable, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately duepayable;
(bc) Give If during the Company written notice 30 day cure period Borrower determines that it will be unable to complete the Project as set forth in Exhibit V and ▇▇▇▇▇▇▇▇ has not then received from Director all of intention the Loan Funds, ▇▇▇▇▇▇▇▇ may propose changes to terminate this Lease the Project (the “Revised Project”). Any Revised Project must be proposed in writing to Director prior to the expiration of the cure period. Director, in its sole discretion, may accept or reject the Revised Project. If the Revised Project is accepted by Director, the Revised Project shall be deemed to constitute a cure of ▇▇▇▇▇▇▇▇’s non-performance and the Base Lease on Parties shall execute a date specified thereinwritten amendment to this Agreement consistent with the terms and conditions of Director’s acceptance of the Revised Project. Thereafter, which date the award of Loan Funds pursuant to this Agreement shall be deemed to have been made for completion of the Revised Project. If the Revised Project is rejected by Director and ▇▇▇▇▇▇▇▇ has not be earlier than 30 Business Days after such notice is given andotherwise cured its defaults, if all defaults have not then been cured this
(d) The Director may increase the annual interest rate on the date so specified, the Company’s leasehold interest in the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term outstanding balance of the Base LeaseLoan but in no event may that increase be to a rate in excess of ten percent (10%);
(e) In the event the Agreement is terminated by Director as a result of a Borrower default, Borrower shall repay to Director all of the Loan Funds disbursed to Borrower through the termination date, plus interest;
(f) The Director may exercise any or all of the remedies specified in any Loan Document; or
(cg) Without terminating the Base Lease The Director may pursue all remedies now or hereafter existing at law or in equity to collect all amounts then due and thereafter to become due under this Lease, conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control thereof pursuant to legal proceedings Agreement or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having elected to re-enter or take control of the Project without terminating the Base Lease or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Projectother Loan Documents, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control shall relieve the Company of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any of reletting the Project. Having elected to re-enter or take control of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company given at any time thereafter while the Company is in default in the payment of Basic Rent or Additional Rent or in enforce the performance and observance of any other obligation or agreement of the Borrower under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the ProjectLoan Documents. If, in accordance with any Upon an Event of Default occurring as a result of the foregoing provisions of this ArticleBorrower’s failure to deliver the Annual Reports required to be delivered to the Director pursuant to Section 4.2(d)(ii), the Issuer shall have the right to elect to re-enter and take control of the Project, the Issuer may enter and expel the Company and those claiming through or under the Company and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice then in addition to any remedies the Director shall have under this Agreement, the Borrower shall pay to the Director liquidated damages calculated at the rate of $500.00 for arrears of Basic Rent each calendar month (or Additional Rent or preceding breach of covenantpart thereof) such Annual Report is not delivered after the date it has become due.
Appears in 1 contract
Sources: Loan Agreement
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer Trustee (acting on behalf of the Issuer, as assignee of the Issuer’s rights hereunder) may take any legal action, including but not limited to, one or more of the following remedial actions:
(a) By written notice to the Company Tenant upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee acting on behalf of the Issuer may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Tenant to be immediately due and payable as liquidated damages from the CompanyTenant, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately due;Tenant.
(b) Give The Trustee acting on behalf of the Company Issuer may give the Tenant written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days days after such notice is given and, if all defaults Defaults have not then been cured on the date so specified, the CompanyTenant’s leasehold interest in rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and terminate. The Trustee acting on behalf of the Issuer may thereafter re-enter and control take possession of the Project for the remaining term and pursue all its available remedies, including sale of the Base Lease; orProject and judgment against the Tenant for possession of the Project and/or all Basic Rent and Additional Rent then owing, including costs and attorney fees.
(c) Without terminating the Base Lease Term hereof, or this Lease, the Trustee acting on behalf of the Issuer may conduct inspections or an Environmental Assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or any notice provided for by law and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control possession of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company Tenant under any Environmental Law resulting from conditions on the Project. .
(d) Having elected to re-enter or take control possession of the Project without terminating the Base Lease or this Leasepursuant to subsection 20.1(c), the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to may relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project shall be construed as an election to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession shall relieve the Company Tenant of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of controlpossession. The Company Tenant shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any any, of reletting the Project. .
(e) Having elected to re-enter reenter or take control possession of the Project pursuant to subsection (c) hereunder20.1(c), the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Trust Indenture), by notice to the Company Tenant given at any time thereafter while the Company Tenant is in default Default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b20.1(b) hereunder and thereafter proceed to sell its interest in the Project. exercise any remedies lawfully available.
(f) If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer or the Trustee acting on behalf of the Issuer, may enter and expel the Company Tenant and those claiming through or under the Company Tenant and remove the property and effects of both or either by all lawful means without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenantcontract by the Tenant.
(g) Net proceeds of any reletting or sale of the Project shall be deposited in the Debt Service Fund for application to pay the Bonds and interest thereon. “Net proceeds” shall mean the receipts obtained from reletting or sale after deducting all expenses incurred in connection with such reletting or sale, including without limitation, all repossession costs, brokerage commissions, legal fees and expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting or sale.
Appears in 1 contract
Sources: Lease (MGP Ingredients Inc)
Remedies on Default. Whenever any Event of Default shall have happened and be continuing, the Issuer may take any one or more of the following remedial actions:
(a) By written notice to the Company Corporation upon acceleration of maturity of the Bonds as provided in the Indenture, the Trustee may declare the aggregate amount of all unpaid Basic Rent or Additional Rent then or thereafter required to be paid under this Lease by the Company Corporation to be immediately due and payable as liquidated damages from the CompanyCorporation, whereupon the same shall become immediately due and payable by the Company provided, however, that the Owners of 100% in aggregate principal amount of the Outstanding Bonds must provide written consent to the Issuer and the Trustee to declare all unpaid Basic Rent immediately dueCorporation;
(b) Give the Company Corporation written notice of intention to terminate this Lease and the Base Lease on a date specified therein, which date shall not be earlier than 30 Business Days 10 days after such notice is given and, if all defaults have not then been cured on the date so specified, the Company’s leasehold interest in Corporation's rights to possession of the Project shall cease, and this Lease shall thereupon be terminated, and the Issuer may re-enter and control the Project for the remaining term take possession of the Base LeaseProject; or
(c) Without terminating the Base Lease Term hereof, or this Lease, conduct inspections or an Environmental Assessment environmental assessment of the Project, and re-enter the Project or take control possession thereof pursuant to legal proceedings or pursuant to any notice provided for by law law, and this Lease. The Issuer or the Trustee acting on behalf of the Issuer may refuse to re-enter or take control of the Project if it has reasonable cause for such refusal. “Reasonable cause” shall include the presence on the Project of conditions which are in violation of any Environmental Law or the existence or threat of a remedial action against the Company under any Environmental Law resulting from conditions on the Project. Having having elected to re-enter or take control possession of the Project without terminating the Base Lease Term or this Lease, the Issuer and the Trustee acting on behalf of the Issuer shall use reasonable diligence to relet the Project, or parts thereof, for such term or terms and at such rental and upon such other terms and conditions as are deemed Issuer may deem advisable, with the right to make alterations and repairs to the Project, and no such re-entry or taking of control possession of the Project by Issuer shall be construed as an election on Issuer's part to terminate the Base Lease or this Lease, and no such re-entry or taking of control possession by Issuer shall relieve the Company Corporation of its obligation to pay Basic Rent or Additional Rent (at the time or times provided herein), or of any of its other obligations under the Base Lease or this Lease, all of which shall survive such re-entry or taking of control. The Company possession, and Corporation shall continue to pay the Basic Rent and Additional Rent provided for in this Lease until the end of the Term, whether or not the Project shall have been relet, less the net proceeds, if any, of any reletting of the Project after deducting all of Issuer's expenses incurred in connection with such reletting, including without limitation, all repossession costs, brokerage commissions, legal expenses, expenses of employees, alteration costs and expenses of preparation of the Project for reletting. Net proceeds of any reletting shall be deposited in the ProjectPrincipal and Interest Payment Account. Having elected to re-enter or take control possession of the Project pursuant to subsection (c) hereunder, the Issuer or the Trustee acting on behalf of the Issuer may (subject, however, to any restrictions against termination of the Base Lease or this Lease in the Indenture), by notice to the Company Corporation given at any time thereafter while the Company Corporation is in default in the payment of Basic Rent or Additional Rent or in the performance of any other obligation under the Base Lease or this Lease, elect to terminate this Lease in accordance with subsection (b) hereunder and thereafter proceed to sell its interest in the Project. If, in accordance with any of the foregoing provisions of this Article, the Issuer shall have the right to elect to re-enter and take control possession of the Project, the Issuer may enter and expel the Company Corporation and those claiming through or under the Company Corporation and remove the property and effects of both or either by all lawful means (forcibly if necessary) without being guilty of any manner of trespass and without prejudice to any remedies for arrears of Basic Rent or Additional Rent or preceding breach of covenant.
Appears in 1 contract
Sources: Lease Agreement (Elecsys Corp)