Default Contract Clauses (7,580)

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) 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... benefit 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. 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... having 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 default shall be deemed to have occurred hereunder and under a Schedule upon the occurrence of any of the following (each, an "Event of Default"): (a) non-payment of Basic Rent on the applicable rent payment date; (b) non-payment of any Other Payment within five (5) days after it is due; (c) failure to maintain, use or operate the Equipment in compliance with applicable law except where failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect; (d)... failure to obtain, maintain and comply with all of the insurance coverages required under this Lease; (e) other than Permitted Liens, the existence of any Lien that is prohibited by this Lease; (f) a payment or other default by Lessee under any loan, lease, guaranty or other financial obligation to Lessor or its affiliates which default entitled the other party to such obligation to accelerate such obligations in an amount greater than $250,000; (g) a default by Lessee under any material loan, lease, guaranty or other material financial obligation to any third party which default has been declared and results in the right to accelerate such obligations in an amount greater than $250,000; (h) an inaccuracy in any representation or breach of warranty by Lessee (including any false or misleading representation or warranty) in any financial statement or Lease Document, including any omission of any substantial contingent or unliquidated liability or Claim against Lessee; (i) (x) Lessee becomes insolvent, or makes an assignment for the benefit of its creditors, files any petition or takes any action under any bankruptcy, reorganization or insolvency laws or (y) the commencement of any bankruptcy, insolvency, receivership or similar proceeding by or against Lessee or any of its properties or business (unless, if involuntary, the proceeding is dismissed within forty-five (45) days of the filing thereof) or the rejection of this Lease or any other Lease Document in any such proceeding; (j) the occurrence of a circumstance or circumstances that have a Material Adverse Effect; (k) Lessee: (1) enters into any transaction of merger or consolidation, unless Lessee shall be the surviving entity (such actions being referred to as an "Event"), unless the surviving entity is organized and existing under the laws of the United States or any state, and prior to such Event: (A) such person executes and delivers to Lessor (x) an agreement satisfactory to Lessor, in its sole discretion, containing such person's effective assumption, and its agreement to pay, perform, comply with and otherwise be liable for, in a due and punctual manner, all of Lessee's obligations having previously arisen, or then or thereafter arising, under any and all of the Lease Documents, and (y) any and all other documents, agreements, instruments, certificates, opinions and filings requested by Lessor; and (B) Lessor is satisfied as to the creditworthiness of such person, and as to such person's conformance to the other standard criteria then used by Lessor when approving transactions similar to the transactions contemplated in this Lease; or (2) ceases to do business, liquidates, or dissolves; or (3) sells, transfers, or otherwise disposes of all or substantially all of its assets or property; (l) if 50% of Lessee's voting capital stock/membership interests/partnership interests, issued and outstanding from time to time, is not retained by the then-present holders (unless Lessee shall have provided seven (7 days' prior written notice to Lessor of the proposed disposition and Lessor shall have consented thereto in writing); (m) breach by Lessee of any other covenant, condition or agreement (other than those in items (a)-(l)) under this Lease or any of the other Lease Documents that continues for twenty (20) days after the occurrence of such default (but such cure period will not be applicable unless such breach is curable by practical means within such period). (r) failure to promptly remit to Lessor an amount sufficient to reimburse Lessor for all amounts paid to a Supplier under a Supply Contract in the event Lessee fails to accept delivery of any item of Equipment. View More

Default. Each or the follow ing (il ··o efaulf") shall. with the gi1·ing of any notice or passage of any time period specified. constitute an "Event of Default" hereunder and under all Leases: ( I ) Lessee fails 10 pay any Rent or other amount owing under any Lease within 10 days of its due date; (2) Lessee fails to mainlain insurance as required herein, or se lls. lca es. subleases. assigns, conveys. or suflers to exist any lien. charge. security interest or encumbrance on. any Equipment without... Lessor's prior consent, or any Equipment is subjected to levy, seizure or attachment; (3) Lessee fails to perfom, or comply with any other co venant or obligation under any Lease or Related Agreement and, if curable, such failure con tinues for 30 days afler written notice thereof by Lessor 10 Lessee: (4) .iny representation. warranyt or other written statement made to Lessor by Lessee in connection ll'ith this Agreement. any Lease. Relai..:d /\grc..:ment or othe r Ob ligation. or by any Guarantor pursuant to any Guaran1y (including finan cial statements) proves lo have been incorrect in any material respect when made; (5) Lessee (w) enters into any merger or consolidation with, or sells or trnnslc rs all or any substantial por1io11 of its assds to. or cnh:rs into any partnership orjoint venture other lhan in the ordinary course of business with. any cntily. (x) dies (if a natural person), dissolves. liquidates ur ceases or suspends the co nduct of business. or cea,es to maintain its existence, (y) if Lessee is a privately held entity. en1ers into or sulk:rs any trnnsaclion or series of transaelionsas a result or which Lessee is directly or indireclly controlled by persons or entities not directly or indirec tly controlling Lessee it of !he date herco L o r (z) if Lessee is a publicly held entity, there shall be a change in the 01111ership of Lessee's stock or orhcr equivalent o wnership interes t such that Lessee is no longer sut jcct to the reporting requireme nts o[ or no longer has a class of equity securities registered under. the Securities Act or 1933 or the Securities Exchange Act of 1934 : (6 ) Lessee undertakes any general assignmcnl for the hcnc!JI o r credi tors or co1111rn::nccs any vol untary case or proceeding for relief under the federal bankruptc y code. or anyother law for the relief of debtors. or takes any aclion 10 aulhorizc or implement any of the foregoi ng: (7) the filing of any petition or application against Lessee under any law for the relief or deb tors. including proceedings under the lederal bankruptcy code, or for the sul jec tion or prope11y of I ,essee to the control of any court. receiver or agency for the benefit of cnxlitors if such pctilion or application is consented to by Lessee or is otherwise not dismissed within 60 days from the date or fi ling; (8) any delault occurs under any other lease. credit or other agreeme nt or instrument to which Lessee and Lessor or any Affiliate of Lessor arc now or herealler party: (9) any dclault occ urs under any other agreement or instrument to which Lessee is a party and under which there is outstanding, owing or committed an aggregate a mount greater than $5,000.000: (10) any attempted rt:pudiation. breach \Jr default of any Guaranty; or (!I) the occurrence of any evenI described in clauses (4) through (9) above with reference to ,iny Guarantor or any controlling shareholde r, general partner or memher of Lessee. Lesseeshall promptly n,Hil I,cssor in writing of any Default or Event or Defaull. View More

Default. If Seller has performed all of Seller's obligations and fulfilled the conditions under this Agreement and, if within five (5) days after the date specified for Closing, the Buyer fails to make payment as required herein, through no fault of Seller, then Seller may, as its sole and exclusive remedy, cancel and terminate this Agreement and keep the earnest money deposit paid by the Buyer as liquidated damages. If Seller breaches this Agreement or fails to perform any of Seller's obligations... hereunder, then Buyer may as its sole remedy, (i) terminate this Agreement and receive a refund of all of the earnest money, or (ii) seek specific performance of this Agreement pursuant to the remainder of this Paragraph 14. a. Buyer may enforce specific performance of Seller's obligation to execute the documents required to convey the Property to Buyer but waiving any uncured title or survey objections or matters and without any offset against, deduction from, or reduction in the Purchase Price (except for the costs Buyer will incur to complete the Property in accordance with the terms hereof), and Seller's warranty of title in the special warranty deed and the owner policy of title insurance to be delivered under this Agreement shall be subject to the permitted title exceptions and all uncured title or survey objections or matters, and Buyer expressly waives its rights to seek damages if it files a lawsuit for specific performance. b. Buyer shall be deemed to have elected to terminate this Agreement under clause (i) above if Buyer fails to file suit for specific performance in accordance with Sub-Paragraph a above (against Seller in a court having jurisdiction in the county and state in which the Property is located, on or before 60 days after the date upon which closing was to have occurred. View More

Default. (a) For purposes of this Sublease, in the event Subtenant shall default in the performance of any of the terms, conditions or covenants of this Sublease, Subtenant's cure period shall be as set forth in Article 31 of the Master Lease for Sublandlord's cure of a similar type of default as Tenant under the Master Lease less five (5) business days; provided that in the event a cure period is granted under the Master Lease Subtenant shall have no fewer than three (3) business days to complete any... such cure. (b) In the event that Subtenant shall default in the payment of Base Rent or Additional Rent hereunder, or default in the performance or observance of any of the terms, conditions and covenants of this Sublease, which default shall not be cured within the grace periods set forth in this Sublease, Sublandlord, in addition to and not in limitation of any rights otherwise available to it, shall have the same rights and remedies with respect to such default as are provided to landlord under the Master Lease with respect to defaults by the Tenant thereunder, with the same force and effect as though all such provisions relating to any such default or defaults were herein set forth in full, and Subtenant shall have all of the obligations of the Tenant under the Master Lease with respect to such default. View More

Default. Any of the following shall constitute an "Event of Default" under this Loan: a. Borrower shall (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as they mature, (iii) cease operations of its business as presently conducted, (iv) make a general assignment for the benefit of its... creditors, (v) be dissolved or liquidated, (vi) 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 consent to any such relief or to the appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, (vii) be adjudicated bankrupt or insolvent, (viii) file a petition seeking to take advantage of any other law providing for the relief of debtors, or (ix) take any action for the purpose of effecting any of the foregoing; or b. The commencement of proceedings for the appointment of a receiver, trustee, liquidator or custodian of Borrower or of all or a substantial part of the property thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Borrower or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within sixty (60) days of commencement. View More

Default. Notwithstanding any cure periods described below, Borrower shall immediately notiJy the Bank in writing when Borrower obtain, knowledge of the occurrence of any event of deJault specified below. Regardless of whether Borrower has given the required notice, the occurrence of one or more of the following shall constitute a deJault: 3.1. Nonpayment The Borrower shall Jail to pay (i) any interest due or any lees, charges, costs or expenses under this Agreement by five (5) days alter the same... becomes due; or (ii) any principal amount of this Agreement when due. 3.2. Nonperformance. The Borrower shall tail to perfonn or observe any agreement, tenn, provision, condition, or covenant (other than a deJault occurring under this paragraph 3) required to be perfonned or observed by Borrower or any Guarantor hereunder or under any other agreement with or in Javor of the Bank. 3.3. Misrepresentation. Any financial infomiation, statement, certificate, representation or warranty given to the Bank by Borrower (or any of their representatives) in connection with entering into this Loan and/or borrowing hereunder, or required to be furnished under the tenns hereo( shall prove untrne or misleading in any material respect (as detennined by the Bank in the exercise of its judgment) as of the time when given. 3.4. Default on Other Obligations. The Borrower is in deJault under the tenns ofany loan agreement, promissory note, lease, conditional sale contract or other agreements, document or instrnment evidencing, governing or severing any indebtedness owing by Borrower to the Bank or any indebtedness in excess of $10,000 owing by Borrower to any third party, and the period of grace, if any, to cure said default shall have passed.   4844-1818-5397\1 U,S, Bank CustornerConfidential  3.S. Judgment . Any judgment shall be obtained against Borrower, which, together with all other outstanding unsatisfied judgments against Borrower, shall exceed the sum of $10,000 and shall remain unvacated, unbonded or unstayed Jar a period of thirty (30) days fullowing the date of entry thereof 3.6. Inability to Perform; Bankruptcy/Insolvency. (i) The Borrower shall die or cease to exist, or (ii) any bankruptcy, insolvency or receivership proceedings, or an assignment for the benefit of creditors, shall be commenced under any tederal or state law by or against Borrower; or (iii)Borrower shall become the subject of any out-ot=court settlement with its creditors; or(v) Borrower is unable or admits in writing its inability to pay its debts as they mature. 3.7 Adverse Change; Insecurity. (i) There is a material adverse change in the Borrower's business. properties, financial condition or affairs. View More

Default. Upon the occurrence of any of the following events (each an "Event of Default" and collectively, the "Events of Default") and written notice actually given or should have been given to Lender (whichever is earlier) or following written notice by Lender to Borrower to cure same but Borrower failed to do so after thirty (30) days, Lender may at its option exercise any of its remedies set forth herein: (a)Borrower fails to perform any obligation under this Agreement or the Note, when due, whether... on the scheduled due date or upon acceleration, maturity or otherwise; or (b)Borrower fails to perform any other obligation under the Loan Documents; or (c)Borrower fails to pay or perform any other obligation, liability or indebtedness to any other party; or (d)A "Default" or an "Event of Default" (as defined in each respective document) occurs (beyond any applicable notice and cure period) under any of the Loan Documents; or (e)If any warranty or representation made by Borrower in this Agreement or pursuant to the terms hereof shall at any time be false or misleading in any material respect, or if any Borrower shall fail to keep, observe or perform any of the terms, covenants, representations or warranties contained in this Agreement, the Note, the Security Agreement or any other document given in connection with the Loan, or is unwilling to meet its obligations thereunder; or (f)The dissolution of, termination of existence of, loss of good standing status by Borrower, its subsidiaries or affiliates, if any, or any party to the Loan Documents; or (g)The resignation or withdrawal of any partner or any material owner/member of Borrower, as determined by Lender in its sole discretion; or (h)Borrower becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, is adjudged insolvent by a court of competent jurisdiction and if the aforesaid adjudications, order, judgments or decrees are not vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or 9 (i)The entry of a judgment or order against Borrower which Lender deems to be of a material nature, in Lender's sole discretion or for the payment of money in excess of $500,000 and such judgment or order has continued unsatisfied or unstated for a period of more than thirty (30) days; or (j)The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any property of Borrower; or (k)The determination by Lender that it is insecure for any reason; or (l)A material alteration in the kind or type of Borrower's prospects or business, financial or otherwise, is made without the prior written consent of Lender; or (m)Lender determines in good faith, in its sole discretion, that the prospects for payment or performance of Borrower's obligations under the Loan Documents are impaired or there has occurred a material adverse change in the business or prospects of Borrower, financial or otherwise or that Lender determines that it is insecure for any reason; or (n)If Borrower defaults under any loan, contract or agreement extended by Lender or any of its affiliates, as the same may be amended, restated, modified or replaced from time to time; or (o)The failure of Borrower to timely provide any of the information as required in Section 6 (d) through (g) above; (p)The failure of Borrower to timely satisfy any of the covenants as required in Section 6 (d) through (g) above; (q)The failure of the Borrower's business to comply with any law or regulation controlling its operation; or (r)Borrower admits in writing its inability to pay its debts generally as they become due. View More