Default Contract Clauses (7,616)

Default. Borrower Debtor is in default under this Agreement if: (a) Borrower Debtor fails to pay, perform or otherwise comply with any provision of or this Agreement; (b) Borrower Debtor makes any materially false representation, warranty or certification in, or in connection with, this Agreement, the Note, or any other agreement related to the Note or this Agreement; Agreement (c) another secured party or judgment creditor exercises its rights against the Collateral; Collateral: or (d) an event defined... as a "default" under the Obligations occurs. In the event of default and if Secured Party requests, Borrower Debtor must assemble and make available all Collateral at a place and time designated by Secured Party. Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, may proceed to enforce payment of same and exercise any of the rights and remedies available to a secured party by law including those available to it under Article 9 of the UCC that is in effect in the jurisdiction where Borrower Debtor or the Collateral is located. Unless otherwise required under applicable law, Secured Party has no obligation to clean or otherwise prepare the Collateral for sale or other disposition and Borrower Debtor waives any right it may have to require Secured Party to enforce the security interest or payment or performance of the Obligations against any other person. View More

Default. Borrower is in default under this Agreement if: (a) Borrower fails to pay, perform or otherwise comply with any provision of this Agreement; (b) Borrower makes any materially false representation, warranty or certification in, or in connection with, this Agreement, the Note, or any other agreement related to the Note or this Agreement; Agreement ; (c) another secured party or judgment creditor exercises its rights against the Collateral; or (d) an event defined as a "default" under the... Obligations occurs. In the event of default and if Secured Party requests, Borrower must assemble and make available all Collateral at a place and time designated by Secured Party. Upon default and at any time thereafter, Secured Party may declare all Obligations secured hereby immediately due and payable, and, in its sole discretion, discretion , may proceed to enforce payment of same and exercise any of the rights and remedies available to a secured party by law including those available to it under Article 9 of the UCC that is in effect in the jurisdiction where Borrower or the Collateral is located. Unless otherwise required under applicable law, Secured Party has no obligation to clean or otherwise prepare the Collateral for sale or other disposition and Borrower waives any right it may have to require Secured Party to enforce the security interest or payment or performance of the Obligations against any other person. SBA Form 1059 (09-19) Previous Editions are obsolete. View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Note) APA) under the Note; APA; (b) Any representation or warranty of the any Company in this Agreement shall prove to have been incorrect in any material respect when made; (c) The failure by the any Company to observe or perform any of its obligations hereunder for fifteen (15) five (5) days after delivery to the such Company of notice of such failure by or on behalf of a Secured... Party unless such default is capable of cure but cannot be cured within such time frame and the such Company is using best efforts to cure same in a timely fashion; or (d) If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by the any Company, or a proceeding shall be commenced by the any Company, or by any governmental authority having jurisdiction over the any Company, seeking to establish the invalidity or unenforceability thereof, or the any Company shall deny that the any Company has any liability or obligation purported to be created under this Agreement. View More

Default. The following events shall be "Events of Default": (a) The the occurrence of an Event of Default (as that term is defined in the Note) Notes) under the Note; Notes; (b) Any the Company's failure to pay to the Agent any amounts when and as due under this Agreement or the Agent Fee Letter, if such failure remains uncured for a period of at least five (5) days; (c) any representation or warranty of the Company in this Agreement shall prove to have been incorrect in any material respect when made; ... class="diff-color-red">(c) The (d) except as otherwise provided in Section 7(e), the failure by the Company to observe or perform any of its obligations hereunder for fifteen (15) ten (10) days after delivery to the Company of notice of such failure by or on behalf of the Agent or a Secured Party unless such default is capable of cure but cannot be cured within such time frame and the Company is using best efforts to cure the same in a timely fashion; or (d) If (e) if any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by the Company, or a proceeding shall be commenced by the Company, or by any governmental authority having jurisdiction over the Company, seeking to establish the invalidity or unenforceability thereof, or the Company shall deny that the Company has any liability or obligation purported to be created under this Agreement. View More

Found in Pacific Ethanol, Inc. contract

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), below), the holder of this Note may, at its option, without further notice or demand, (i) (a) declare the outstanding principal balance of and accrued but unpaid interest on this Note at once due and payable, (ii) (b) refuse to advance any additional amounts under this Note, (iii) (c) foreclose all liens securing payment hereof, (iv) (d) 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) (e) 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 attorneys' fees. 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), Documents, 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, payable; (ii) if such default occurs prior to the LOC Rest Date, refuse to advance any additional amounts under this Note, Note; (iii) foreclose all liens securing payment hereof, hereof; (iv) pursue any and all other rights, remedies and recourses available to the holder hereof, including including, but not limited to to, any such rights, remedies or recourses under the Loan Documents, at law Law or in equity, equity; or (v) pursue any combination of the foregoing; and in foregoing. 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 attorneys' fees. View More

Default. If any one or more of the following shall (Events of Default) shall occur: (a) the Issuer shall (i) admit in writing its inability to pay its debts generally as they mature;(ii) mature; (ii) make a general assignment for the benefit of creditors;(iii) creditors; (iii) fail or be unable to pay its debts as they mature iv) be adjudicated a bankrupt or insolvent; (v) file a voluntary petition in bankruptcy or a petition or an answer seeking an arrangement with creditors; (vi) take advantage of any... bankruptcy, insolvency or readjustment of debt law or statute or file an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; (vii) apply for or consent to the appointment of a receiver, trustee or liquidation for all or a substantial portion of its assets; (viii) have an involuntary case commenced against it under the Federal bankruptcy laws, which case is not dismissed or stayed within thirty (30) days; or (viii) fail to pay its taxes on a timely basis; ix) violate any covenant provided for in this Note, and such violation shall continue unremedied for a period of fifteen (t 5) (15) days following the giving of written notice thereof from the Holder; (b) any judgment is entered against the Issuer which is not bonded or discharged within 30 days; (c) a levy of any sort is made on or against some or all of the assets of the Issuer. (d) the sale, transfer, assignment or disposition of any of the Issuer's assets that are material to the business and/or operations of the Issuer's business. then, at any time thereafter and unless such Event of Default shall have been cured or shall have been waived in writing by the Holder (which waiver shall not be deemed a waiver of any subsequent default), at the option of the Holder and in the Holder's sole discretion, the Holder may, by written notice to the Issuer, declare the entire unpaid principal amount of this Note then outstanding, together with accrued interest thereon, to be forthwith due and payable, whereupon the same shall become forthwith due and payable. (e) Upon an event of default the Debenture will become immediately due and payable in an amount in cash (the "Default Prepayment Amount") equal to 150%, multiplied by the sum of: (w) the then outstanding principal amount of this Debenture plus (x) accrued and unpaid interest on the unpaid principal amount of this Debenture to the Default Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) hereof. 3 5. Investment Intent. The Holder, by its acceptance hereof, hereby represents and warrants that this Note is being acquired, and the Common Stock issuable upon the conversion of this Note will be acquired, for investment purposes only and without a view to the distribution thereof, and may be transferred only in compliance with the Act. Unless, prior to the conversion of this Note, the issuance of the Common Stock has been registered with the Securities and Exchange Commission pursuant to the Act, the Note Conversion Form shall be accompanied by a representation of the Holder to the Issuer to the effect that such securities are being acquired for investment and not with a view to the distribution thereof, and such other representations and documentation as may be reasonably required by the Issuer, unless in the opinion of counsel to the Issuer such representations or other documentation are not necessary to comply with the Act. View More

Default. If either QHCCS CLIENT or CHSPSC RCSC fails to perform its obligations in accordance with this Agreement, the non-breaching party may give the party in breach written notice of such failure and the party in breach shall have thirty (30) days from the date of such notice (the "Cure Period") to cure such failure to the reasonable satisfaction of the non-breaching party. If the party in breach does not cure such failure within the Cure Period, then the non-breaching party, at its option, may... terminate this Agreement. View More

Default. 8.1 11.1 Buyer Default. Should Buyer default under any of the terms, covenants or conditions of this Agreement with respect to the purchase of any Property pursuant to a Buyer's Notice prior to Closing, the applicable Seller shall have as its sole and exclusive remedy the right to terminate this Agreement the Buyer's Notice with respect to such Property in accordance with Section 6 9 and to retain the Deposit as liquidated damages. 8.2 11.2 Liquidated Damages. IN THE EVENT THE TRANSACTION... CONTEMPLATED HEREBY BY BUYER'S NOTICE FOR A PROPERTY IS NOT CONSUMMATED BECAUSE OF A DEFAULT 7 UNDER THIS AGREEMENT ON THE PART OF BUYER, AS THE APPLICABLE SELLER'S SOLE AND EXCLUSIVE REMEDY BY REASON OF SUCH DEFAULT BY BUYER, THE AMOUNT OF THE DEPOSIT (COMPRISED OF THE INITIAL PAYMENT AND, IF APPLICABLE, PURCHASE OPTION DEPOSIT AND THE ADDITIONAL DEPOSIT, PLUS ANY INTEREST) SHALL BE PAID TO AND RETAINED BY SUCH SELLER AS LIQUIDATED DAMAGES, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREIN EXPRESSLY WAIVED BY SELLER. SUCH SELLER; AND FOR THE AVOIDANCE OF DOUBT, NO OTHER SELLER SHALL HAVE ANY RIGHTS OR REMEDIES AGAINST BUYER UNLESS AND TO THE EXTENT OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER WITH RESPECT TO SUCH OTHER SELLER AND ITS PROPERTY. THE PARTIES ACKNOWLEDGE THAT, IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY BY BUYER'S NOTICE FOR A PROPERTY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER, SUCH SELLER'S ACTUAL DAMAGES BY REASON OF SUCH DEFAULT BY BUYER WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE AMOUNT OF THE DEPOSIT FOR EACH PROPERTY HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF THE APPLICABLE SELLER'S DAMAGES IN THE EVENT THE TRANSACTION CONTEMPLATED HEREBY BY BUYER'S NOTICE FOR SUCH PROPERTY IS NOT CONSUMMATED BECAUSE OF A DEFAULT UNDER THIS AGREEMENT ON THE PART OF BUYER. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL IN ANY WAY LIMIT ANY DAMAGES FOR WHICH BUYER IS OR MAY BE LIABLE AS SET FORTH ELSEWHERE IN THIS AGREEMENT. Seller: /s/ GD Buyer: 8.3 /s/ HKS Seller: /s/ GD Seller: /s/ GD Seller: /s/ GD 11.3 Buyer's Remedy Upon Seller's Default. Should a Seller default under any of the terms, covenants or conditions of this Agreement with respect to the sale of its Property pursuant to a Buyer's Notice prior to Closing, Buyer shall have as its sole and exclusive remedies, only the following: (a) the right to terminate this Agreement the Buyer's Notice in accordance with Section 6 9 and receive a return of the Deposit; or (b) pursue a remedy of specific performance, provided that any action for specific performance is commenced within ninety (90) days after the occurrence of such default. View More

Default. a. Each of the following shall constitute an Event event of Default default under this Agreement: 9.1 Payment Default. Note: 1) Borrower fails to make any payment or cure and late payment when due under the Loan. 9.2 Other Defaults. this Note. 2) Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement Note or in any of the other Loan Documents related documents or to comply with or to perform any term, obligation, covenant or... condition contained in any other agreement between Lender and Borrower. 9.3 Default in Favor of Third Parties. 3) Borrower defaults under any material the loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect TridentHE any of Borrower's property or 1 Borrower's ability to repay the Loan this Note or perform their respective Borrower's obligations under this Agreement Note or any of the other Loan Documents. 9.4 False Statements. related documents. 4) Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement, the Note, Note or the other Loan Documents related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. 9.5 Insolvency. 5) The dissolution or termination of Borrower's existence, the insolvency of Borrower or the death of any member, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. 9.6 Defective License. This Agreement or any of the other Loan Documents, specifically including but without limitation the License Agreement, ceases to be in full force and effect at any time and for any reason. 9.7 Creditor or Forfeiture Proceedings. 6) Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the TridentHE guaranteeing the Loan. loan evidenced by this Note. This includes a garnishment of any of Borrower's accounts. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. 6 9.8 Change b. If any default other than a default in Ownership. Any change in ownership payment is curable and if Borrower has not been given a notice of ten percent (10%) or more in the shares of stock in Borrower. 9.9 Adverse Change. A material adverse change occurs in Borrower's financial condition or Lender reasonably believes the prospect of payment or performance a breach of the Loan is impaired same provision of this Note within the preceding twelve (12) months, it may be cured (and no event of default will have occurred) if Borrower, after receiving written notice from Lender demanding cure of such default; (1) cures the default within fifteen (30) days; or an adverse change occurs (2) if the cure requires more than thirty (30) days, immediately initiates steps which Lender deems in TridentHE. 9.10 Insecurity. Lender in good faith believes itself insecure. Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. View More

Default. A default The term "Default," as used herein, means the occurrence of any one or more of the following events: (a) Maker shall be deemed fail to have occurred under make any payment of the principal of any Advance or any interest accrued thereon when such payment shall become due within ten (10) days after the due date thereof (whether at maturity, by acceleration or otherwise); or (b) Maker shall fail to observe or perform any obligation, covenant or agreement contained or incorporated by... reference in this Note if (each a "Default"): (i) Maker fails to comply with any of the terms of this Note, which failure continues uncured (other than that covered by clause (a) above) for more than 15 thirty (30) days after the earlier of (i) the first day on which Maker has knowledge of such failure or (ii) written notice thereof has been given to Maker; (ii) or (c) Maker should dissolve; (iii) Maker commences shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of its or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally generally, or shall admit in writing its inability, to pay its debts as they become due; due, or (iv) an shall take any other action to authorize any of the foregoing; or 2 (d) An involuntary case or other proceeding shall be commenced against Maker seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it of, or any substantial part of its property, the property of, Maker, and such involuntary invo1untary case or other proceeding shall remain undismissed and unstayed for a period of 45 days. In sixty (60) days; or an order for relief shall be entered against Maker under applicable bankruptcy laws as now or hereafter in effect. (e) Maker shall suspend or announce the event imminent suspension of the major portion of its business operations as conducted as of the date hereof. Upon the occurrence of a Default, Holder shall have the remedies provided for in maturity of this Note under Section 6. may be accelerated and the unpaid balance of the principal amount then outstanding together with interest accrued and unpaid thereon declared to be immediately due and payable at the option of the Holder. View More

Default. The occurrence of any one or more of the following events shall constitute an event of default (each an "Event of Default") hereunder:(i) if hereunder:(a)if the Company shall fail for any reason to make any payment of principal and/or interest hereunder within fifteen (15) Business Days after such payment is due; or(b)if the Company becomes insolvent or makes an assignment for the benefit of creditors; or(ii) if or(c)if there shall be filed by or against the Company any petition for any relief... under the bankruptcy laws of the United States now or hereafter in effect or any proceeding shall be commenced with respect to the Company under any insolvency, readjustment of debt, reorganization, dissolution, liquidation or similar law or statute of any jurisdiction now or hereafter in effect (whether at law or in equity), provided that in the case of any involuntary filing or the commencement of any involuntary proceeding against the Company such proceeding or petition shall have continued undismissed and unvacated for ninety (90) days; or(iii) if or(d)if any petition or application to any court or tribunal, at law or in equity, shall be filed by or against the Company for the appointment of any receiver for the Company or any material part of the property of the Company; provided that in the case of any involuntary filing against the Company, such proceeding or appointment shall have continued undismissed and unvacated for ninety (90) days; or (iv) if the Company shall fail for any reason to make any (e)if payment of principal and/or interest hereunder all indebtedness under the Senior Credit Facility shall be accelerated and such acceleration shall not have been revoked, rescinded or withdrawn within fifteen (15) Business Days after thirty (30) days of such payment is due.6. acceleration.6. Remedies Upon Default; Default Interest. (i) Default. If any Event of Default shall occur for any reason, then and in any such event, in addition to all rights and remedies of the Holder under Applicable applicable Law or otherwise, all such rights 2 and remedies being cumulative, not exclusive and enforceable alternatively, successively and concurrently, the Holder may, at its option, declare any or all amounts owing under this Note to be due and payable, whereupon the then unpaid principal balance hereof, together with all accrued and unpaid interest thereon, shall forthwith become due and payable. (ii) Upon All unpaid principal and interest on this Note shall bear interest at a rate equal to eight percent (8%) per annum thereafter to the occurrence extent such amount due and payable is overdue. Company shall indemnify Holder for all costs of collection incurred by Holder after an Event of Default, or upon the maturity hereof (by demand, acceleration or otherwise), the unpaid principal of this Note and any accrued but unpaid interest owing on said principal sum (the "Obligations") shall bear interest from the date of the occurrence of such Event of Default or such maturity until collection (including any period of time occurring after judgment), at the "Default Rate," being a simple interest rate per annum equal to 2% above the rate set forth in Section 3 hereof in effect on the date of maturity (by acceleration or otherwise). All default interest charges (X) shall be in addition to, and not in lieu of, any other remedy available to Holder; (Y) shall be added to the Obligations, and (Z) shall not be construed as an agreement or privilege to extend the date of the payment of the Obligations, nor as a waiver of any other right or remedy accruing to Holder by reason of the occurrence of any Event of Default. including, without limitation reasonable attorneys' fees. View More

Default. If (1) Event of Default. It shall constitute an event of default of Client to Creditor under this Agreement and the supporting business documents, if: a) Client is in violation of any representations and warranties under this Agreement Agreement, or such representations and warranties are proved to be inaccurate, untrue, or misleading, or have omission or misleading or have been violated, violated; b) Client fails to repay the financing principal and Client interest and payables under a... specific business application on time, breaches or refused fails to perform any part committed matter hereunder and/or breaches the provisions hereof or of this any specific financing instruments; c) Client has any material cross-default event, including without limitation, Client's breach of provisions of any other financing contract to which it is a party, or Client's failure to pay any debts under other financing contracts or agreements when due; d) the guarantor providing security for Client no longer has or will no long have the ability to provide security corresponding to the financing, or breaches any provision of the guarantee documents, or the value of the collateral reduces or may reduce or is subject to attachment or other property preservation measures that are adverse to Creditor; Page 10 Credit Line Agreement e) Client is suspected of being involved in money laundering, sanctions, terrorist financing or financing of weapons of mass destruction, export control, tax evasion or other illegal behaviors. f) Client increases any hidden debt owed by the local government in violation of the provisions; or g) or Client breaches this Agreement or is under any attached financial instruments or Client suffers any event circumstance which may affect the safety of loan the assets of Creditor, or Guarantor violates security instrument, Creditor. (2) Handling of Default. Where Client has any of the aforesaid circumstances all constitute Client's default to this Agreement and attached financing documents, in which case Event of Default stated above, Creditor is entitled to claim against Client for any and all losses (inclusive of attorney fees) attorney's fee) in addition to take taking (but is not be obliged to take) the following measures separately or simultaneously: (1) a) Adjust or cancel credit line under this Agreement; (2) b) Declare that all debts under any attached subsequent financial instruments of this Agreement due early, and/or terminate entire or partial Agreement and attached subsequent financing instruments, require Client immediately repay all or partial principal and interests of the loan. For letter of credit, bank guarantee/standby letter of credit which has been accepted by Creditor within the term, Creditor has the right to require Client add margin or allocate balance of Client's deposit account or settlement account as margin for external payments or future out-of-pocket payments for Client; if Creditor has paid out-of-pocket expenses, Creditor has the right to repay such expenses immediately; (3) c) Interests shall be calculated according to penalty interest rate under this Agreement or attached subsequent financing instruments and the unpaid overdue interests shall be charged compound interests; (4) d) Deduct any deposits of Client's bank account opened by Creditor in accordance with Article 17 under this Agreement. e) To require the customer to provide other security acknowledged by the SPD Bank; f) Other remedy measures provided for by laws. Any dispute in connection with this Agreement shall be resolved through amicable consultations; should such consultation fails, appeal can be filed to the people's court with jurisdiction over Creditor. The parties shall continue perform the not involved part of this Agreement in the course of such appeal. View More