Default Contract Clauses (2,176)

Default. At the election of Holder, the entire principal balance of this Note shall become immediately due and payable upon the occurrence of any one or more of the following events of default: 5.1.1 Failure to Pay. Maker fails to pay any amount due under this Note within two (2) days of the due date therefore; 5.1.2 Insolvency. Maker makes an assignment for the benefit of any one or more of its creditors; or 5.1.3 Bankruptcy. There is commenced with respect to Maker a bankruptcy proceeding under the Ban...kruptcy Code, as amended from time to time. 1 5.2 Holder's Election. Holder's failure to exercise the election described in this Section 4 with respect to any event of default shall not constitute a waiver of the right to exercise such election upon the occurrence of any subsequent default. View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Note) under the Note; (b) Any representation or warranty of any Obligor in this Agreement shall prove to have been incorrect in any material respect when made; and (c) The failure by Obligor to observe or perform any of its obligations hereunder or the Note, for five (5) days after receipt by Obligor of notice of such failure from the Secured Party. 4 5. Duty To Hold In Trust. Upon the... occurrence of any Event of Default and at any time thereafter, Obligor shall, upon receipt by it of any revenue, income or other sums subject to the Security Interest, whether payable pursuant to the Notes or otherwise, or of any check, draft, Note, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party for application to the satisfaction of the Obligations. 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 o...n 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

Default. (a) The occurrence of any of the following shall constitute a material default and breach of the Lease by Tenant: (i) the abandonment of the Premises by Tenant; (ii) any failure by Tenant to pay Rent or to make any other payment required to be made by Tenant hereunder on or before the date due and such failure continues for five (5) days after written notice thereof from Landlord (provided, however, that Tenant shall only be entitled to such written notice on two (2) occasions during any twelve ...(12) month period); (iii) any failure of Tenant to maintain the insurance as required in this Lease; 20 (iv) any failure to provide any document or instrument described in Paragraph 22 of this Lease within the time period set forth in such paragraph; (v) the filing or recording of any lien or other encumbrance of title against the Building by or under Tenant; (vi) any other failure by Tenant to observe and perform any other obligation under this Lease to be observed or performed by Tenant, other than payment of any Rent, within thirty (30) days after written notice by Landlord to Tenant specifying wherein Tenant has failed to perform such obligation; provided, however, that if the nature of Tenant's obligation is such that more than 30 days are required for its performance, then Tenant shall not be deemed to be in default if it shall commence such performance within such 30-day period and thereafter diligently prosecute the same to completion (but in no event to exceed ninety (90) days); or (vii) the making by Tenant or any guarantor of this Lease of any general assignment for the benefit of creditors; the filing by or against Tenant or such guarantor of a petition to have Tenant or such guarantor adjudged a bankrupt or the filing of a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant or such guarantor, the same is dismissed within 60 days); the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within 30 days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within 30 days. (b) Landlord shall not be deemed to be in default in the performance of any obligation required to be performed by it hereunder unless and until it has failed to perform such obligation within thirty (30) days after written notice by Tenant to Landlord specifying wherein Landlord has failed to perform such obligation (provided, however, that if the nature of Landlord's obligation is such that more than 30 days are required for its performance, then Landlord shall not be deemed to be in default if it shall commence such performance within such 30-day period and thereafter diligently prosecute the same to completion within ninety (90) days). View More

Default. 5.1 Events of Default. With respect to the Debenture, the following events are "Events of Default": (a) Default by Company in the payment of principal on or any interest payable under the Debenture after fifteen (15) business days' written notice from Purchaser following the date when the same is due and payable; or (b) Default in the due performance or observance of any other material covenant, agreement or provision in the Amended Subscription Agreement, or in this Debenture, to be performed o...r observed by Company, and such default shall have continued for a period of thirty (30) business days after written notice thereof to Company from Purchaser; or 4 (c) the occurrence of any of the following: (i) the Company files a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the "Bankruptcy Code"); (ii) the Company makes a general assignment for the benefit of its creditors; (iii) the Company consents to the appointment of a receiver or trustee for all or a substantial part of the property of Company or approves as filed in good faith a petition filed against Company under the Bankruptcy Code; or (iv) the commencement of a proceeding or case, without the application or consent of Company, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of Company or of all or any substantial part of its assets, or (iii) similar relief in respect of Company under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgement or decree approving or ordering any of the foregoing is entered and continues unstayed and in effect, for a period of sixty (60) business days. 5.2 Acceleration. If any one or more Events of Default described in Section 5.1 shall occur and be continuing, then Purchaser may, at Purchaser's option and by written notice to Company, declare the unpaid balance of the Debenture owing to Purchaser to be forthwith due and payable. View More

Default. (a) The occurrence of any one or more of the following events will constitute a default by Borrower hereunder (each, an "Event of Default"): i. Borrower fails to pay any Mandatory Prepayment in accordance with the terms of this Note and such Mandatory Prepayment remains uncured for a period of three (3) days or more following written notice from Lender to Borrower; ii. Borrower fails to pay on the Maturity Date the full amount of interest then accrued on this Note or the full amount of any princ...ipal on this Note and such failure remains uncured for a period of three (3) days or more following written notice from Lender to Borrower; iii. Borrower makes an assignment for the benefit of creditors, or any proceeding is instituted by or against Borrower alleging that Borrower is insolvent, unable to pay its debts as they mature, or not generally paying its debts as such debts become due, or any proceeding is instituted by or against Borrower under the Federal Bankruptcy Code or any successor statute, or any proceeding is instituted seeking the appointment of a receiver or trustee for all or any portion of Borrower's property or assets, or if any proceeding affecting the rights of creditors generally is instituted by or against Borrower; 2 iv. Any breach of the representations and warranties set forth in Section 6 hereof; or v. Any attempted sale, transfer or encumbrance of the Collateral. (b) Upon the occurrence and during the continuation of an Event of Default, Lender, without demand or notice of any kind, may declare this Note immediately due and payable by providing written notice to Borrower (except with respect to any Event of Default set forth in Section 5(a)(iii), in which case this Note shall automatically become immediately due and payable without the necessity of any notice or other demand), whereupon all outstanding principal and accrued interest shall become immediately due and payable. A delay by Lender in exercising any right of after an Event of Default shall not constitute a waiver of the default or any other right or remedy for such default. (c) In addition to the foregoing, upon the occurrence of an Event of Default, Lender shall have the right to exercise all other remedies available to it in law or in equity. No right or remedy conferred upon or reserved to Lender hereunder or now or hereafter existing at law or in equity is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and concurrent, and in addition to every other such right or remedy, and may be pursued singly, concurrently, successively or otherwise, at the sole discretion of Lender, and shall not be exhausted by any one exercise thereof but may be exercised as often as occasion therefor shall occur. 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. In the case of one or more of the following events (each, a "Default") (i) the Borrower fails to pay when due any payment of principal or interest hereof or (ii) the Borrower becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; (iii) the Borrower applies for a trustee, receiver or other custodian for it or a substantial part of its property; (iv) a trustee, receiver or other custodian is appointed for the Borrower or for a substant...ial part of its property; or (v) any bankruptcy, reorganization, debt arrangement, or other case of proceeding, is commenced in respect of the Borrower; then, upon the occurrence of any such Default, the Holder may, without notice, declare the unpaid principal and interest on this Note, and all other obligations of the Borrower to the Holder, at once due and payable, whereupon such principal, interest and other obligations shall become at once due and payable. Failure to exercise this option shall not constitute a waiver of the right to exercise the same at any other time. View More

Default. In the Event of Default (as defined below) hereunder, at the option and upon the declaration of the Holder of this Note and upon five (5) days written notice to Payor (which election and notice shall not be required in the case of an Event of Default under Section 5.2 or 5.3 below), this Note shall accelerate, and all principal and unpaid accrued interest shall become immediately due, payable and collectible. Default interest shall accrue on the unpaid principal amount outstanding as of the Even...t of Default at the rate equal to twenty-five percent (25%) until paid in full. The occurrence of any one or more of the following shall constitute an "Event of Default" hereunder: 5.1 Payor fails to pay timely any sum when due under this Note on the date the same becomes due and payable; 5.2 Payor 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; 5.3 An involuntary petition is filed against Payor (unless such petition is dismissed or discharged within sixty (60) days under any bankruptcy statute now 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 Payor; or, 5.4 The violation or act of default under the terms and conditions of the Collateral Security Agreements. View More

Default. Dealers hereby acknowledge and agree that this Amendment is a Loan Document, and a Default hereunder shall constitute a Default under the Financing Documents.