Default Contract Clauses (2,176)

Default. 2.1 Each of the following events shall be an "Event of Default" hereunder: (a) the Borrower files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (b) an involuntary petition is filed against the Borrower under any bankruptcy statute no...w or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Borrower; the Borrower executes an assignment with respect to substantially all of its assets; 1 (c) the Borrower fails to pay, upon demand made by Lender at any time after the Maturity Date, any and all unpaid principal, accrued interest and other amounts owing hereunder; and (d) Borrower breaches any warranty or agreement in any material respect made by Borrower in this Note (except as set forth in (c) above) and fails to cure such breach within fifteen (15) days of the Borrower receiving written notice of such breach from Lender. 2.2 [Upon the occurrence of any Event of Default hereunder, the annual rate at which interest accrues under this Note shall be increased by an additional two percent (2%) per annum for all times while such Event of Default is continuing. Borrower shall notify Lender in writing promptly and, in no event, more than three (3) days after the occurrence of any Event of Default, that such Event of Default has occurred. ][ Upon the occurrence of any Event of Default (without the need for any party to give any notice or take any other action), the outstanding balance shall immediately and automatically increase to 120% of the outstanding balance immediately prior to the occurrence of the Event of Default. Upon the occurrence of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Lender, in full satisfaction of its obligations hereunder, an amount equal to the outstanding balance, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.] View More

Default. Any misrepresentation or misstatement in connection with, or non-compliance with or non-performance of the Note or this Agreement, or the occurrence of an event of default under the Note, shall constitute default under this Agreement. In addition, Ecosphere shall be in default if (i) bankruptcy or insolvency proceedings are instituted by or against Ecosphere, which proceedings are not dismissed within 30 days; (ii) if Ecosphere makes any assignment for the benefit of creditors, or (iii) if Ecosp...here shall default in performance of any agreement with the Lender. View More

Default. Borrower is in default under this Promissory Note if any of the following occur: A. Borrower does not make a payment when due under this Promissory Note; B. Fails to do anything required by this Promissory Note and other Loan Documents; C. Defaults on any other loan with Lender; D. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; E. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or... SBA; F. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower's ability to pay this Promissory Note; G. Fails to pay any taxes when due; H. Becomes the subject of a proceeding under any bankruptcy or insolvency law; I. Has a receiver or liquidator appointed for any part of their business or property; J. Makes an assignment for the benefit of creditors; Paycheck Protection Program – Promissory Note Page 1 K. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower's ability to pay this Promissory Note; L. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or M. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Promissory Note. View More

Default. (a) the Investor shall be deemed in default hereunder upon the occurrence of any of the following (a "Default"): (i) Failure to Pay Principal or Interest. The failure of the Investor to pay, when due, all or any part of any Principal or Interest required to be made hereunder; or 3 (ii) Bankruptcy, etc. The Investor shall have entered against it by a court having jurisdiction thereof a decree or order for relief in respect to the Investor in an involuntary case under any applicable bankruptcy, in...solvency or other similar law now or hereafter in effect, or a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official shall be appointed for the Investor or for any substantial part of the Investor's property, or the winding up or liquidation of the Investor's affairs shall have been ordered; or the Investor shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or the Investor shall consent to the entry of an order for such relief in an involuntary case under any such law, or any such involuntary case shall commence, and not be dismissed within sixty (60) days; or the Investor shall consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official for the Investor or for any substantial part of the Investor's property, or make any general assignment for the benefit of creditors. (b) Consequence of Default. Upon the occurrence of a Default, the outstanding Obligations hereunder shall, at the option of the Company, become immediately due and payable (each, an "Investor Note Acceleration"), subject to the Investor's right to elect to effect Default Netting (as defined below) with respect to all, or any portion, of this Note as elected by the Investor in a written notice to the Company. Notwithstanding the foregoing, if there shall occur a Default under Section 4(a)(ii) above, the entire outstanding Obligations hereunder, shall automatically become immediately due and payable without any action on the part of the Company and the Investor shall be deemed to have elected Default Netting with respect to the maximum amount of its obligations outstanding hereunder as permitted pursuant to Section 7(h) below. Upon the occurrence of a Default, the Company shall also have all the rights and remedies of a secured party on default under Article 9 of the Uniform Commercial Code of the State of New York with respect to the Collateral (as hereinafter defined). View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Notes) under the Notes; (b) Any material representation or warranty of any Debtor in this Agreement shall prove to have been incorrect in any respect when made; (c) The failure by any Debtor to observe or perform any of its obligations hereunder for five (5) days after delivery to such Debtor of written notice of such failure by or on behalf of a Secured Party unless such default is ca...pable of cure but cannot be cured within such time frame and such Debtor is using best efforts to cure same in a timely fashion. View More

Default. The following are events of default under this Note the shall cause an immediate acceleration of the Maturity Date of the Note: (i) the Borrower shall fail to pay any outstanding Principal Sum under this Note when due and payable thereunder; or (ii) the Borrower shall fail to pay any interest, expenses or any other amount under this Note when due and payable thereunder; or (iii) a receiver, trustee or other similar official shall be appointed over the Borrower or a material part of its assets an...d such appointment shall remain uncontested for twenty (20) days or shall not be dismissed or discharged within sixty (60) days; or (iv) the Borrower shall become insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; or (v) the Borrower shall make a general assignment for the benefit of creditors; or (vi) the Borrower shall file a petition for relief under any bankruptcy, insolvency or similar law (domestic or foreign); or (vii) an involuntary proceeding shall be commenced or filed against the Borrower. View More

Default. In addition to the Events of Default under the Credit Agreement, any breach or default by Credit Parties under this Amendment, which breach or default is not cured within ten (10) calendar days after notice of such breach or default is given to the Credit Parties, shall be deemed an immediate "Event of Default" under the Credit Agreement, and such Events of Default hereunder include, without limitation, the following: (i) failure by Borrower to consummate any and all of the Purchase Tranche Clos...ings, as such term is defined in the Debt Purchase Agreement, because of any of the conditions described in Section 3(b) of the Debt Purchase Agreement; (ii) failure by the Purchaser to pay for any portion of the Applicable Purchase Price, as such term is defined in the Debt Purchase Agreement, for any and all of the Purchase Tranche Closings when due in accordance with the terms and provisions of the Debt Purchase Agreement and other applicable documents, if such failure to pay was caused by any action, inaction, or omission of any of the Credit Parties, or any of their agents, representatives and employees; (iii) failure by the Borrower to pay when due any other amounts due to Lender under this Amendment, including, without limitation, the amounts due under under Section 19(a) below; and (v) and other failure of the Credit Parties to comply with, satisfy or perform any term, provision, covenant or agreement of the Credit Parties under this Amendment or any of the Exchange Agreements. View More

Default. If default shall at any time be made by Tenant in the payment of rent when due to Landlord as herein provided, and if said default shall continue for fifteen (15) days after written notice thereof shall have been given to Tenant by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant by Landlord without correction thereof then h...aving been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages. View More

Default. (a) Each of the following events shall be an "Event of Default" hereunder: (i) the Company engages in any liquidation, dissolution or winding up; (ii) the Company transfers substantially all of the assets or voting control over a material subsidiary; 2 (iii) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the b...enefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iv) an involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect and such petition continues without dismissal for a period of 90 days or more, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company; (v) the Company executes an assignment for the benefit of creditors with respect to a majority of its assets; (vi) the Company fails to make any payment of interest under this Note within five (5) days of the date due; (vii) the Company fails to pay this Note and any and all unpaid principal, accrued interest or other amounts owing hereunder at any time on or after Holder makes a Payment Demand following the Maturity Date; (viii) any default under any agreement of the Company with a third party which consists of the failure to pay indebtedness for borrowed money in excess of $2,500,000 at maturity or which results in a right by such third party, whether or not exercised, to accelerate the maturity of such indebtedness for borrowed money of the Company, including, without limitation, the occurrence of any Event of Default (as defined) under the CHC Convertible Debentures issued pursuant to the Merger Agreement; (ix) (A) the Company fails to file any form, report or document required to be filed with the Securities Exchange Commission within 10 days of the due date thereof, (B) the Company voluntarily begins a process to delist from any exchange to which it is registered, or (C) the Company receives any delisting warning from any exchange with which it is registered; and (x) the Company breaches any covenant or agreement in any material respect made by Company in this Note (except as set forth in (vi) above) and, as to any breach that is capable of cure, the Company fails to cure such breach within thirty (30) days of the Company becoming aware of the occurrence of such breach. (b) Upon the occurrence and following any Event of Default hereunder, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of the Holder, and, in the case of an Event of Default pursuant to Section 3(a)(iii) or (iv) above, automatically, be immediately due, payable and collectible by the Holder pursuant to applicable law. (c) In the event of any Event of Default hereunder, the Company shall pay all reasonable attorneys' fees and court costs incurred by the Holder in enforcing and collecting this Note. (d) Upon and during the occurrence of any Event of Default, interest shall accrue thereafter at the rate of 15% per annum compounded semiannually. 3 5. Notification of Default or Satisfaction of Sales Condition or Financing Condition. Until the payment of all amounts due under the Term Debentures, the Company shall give written notice to Holder of any event which, with or without notice or passage of time or both would (i) constitute an Event of Default, (ii) constitute satisfaction of the Sales Condition, or (iii) constitute satisfaction of the Financing Condition, in each case, within five business days of becoming aware of such event. View More

Default. It is expressly provided that upon default in the punctual payment of any indebtedness evidenced by this Note or any part hereof, as the same shall become due and payable, or upon the occurrence of an event of default specified in any of the other Loan Documents (as defined herein), the holder of this Note may, at its option, without further notice or demand, (i) declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable, (ii) refuse to adva...nce any additional amounts under this Note, (iii) foreclose all liens securing payment hereof, (iv) pursue any and all other rights, remedies and recourses available to the holder hereof, including but not limited to any such rights, remedies or recourses under the Loan Documents, at law or in equity, or (v) pursue any combination of the foregoing; and in the event default is made in the prompt payment of this Note when due or declared due, and the same is placed in the hands of an attorney for collection, or suit is brought on same, or the same is collected through probate, bankruptcy or other judicial proceedings, then the Borrower agrees and promises to pay all costs of collection, including reasonable attorney's fees. View More