Default Contract Clauses (7,616)

Default. Upon the occurrence of any of the following events (each, a "Default") and at any time thereafter during the continuance of such Default, Lender may at its option, by written notice to Borrower (x) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable and/or (y) exercise any or all of its rights, powers or remedies under this Note or under applicable law; provided, however that, if an... event of Default described in clause (a) below shall occur, the principal of and accrued interest on this Note shall become immediately due and payable without any notice, declaration or other act on the part of Lender: (a) (i) Borrower or any Guarantor commences any proceeding in bankruptcy or for dissolution, liquidation, winding-up, composition or other relief under state or federal bankruptcy laws; (ii) such proceedings are commenced against Borrower or any Guarantor, or a receiver or trustee is appointed for Borrower or any Guarantor or a substantial part of its or his property, and such proceeding or appointment is not dismissed or discharged within thirty (30) days after its commencement; provided, that all interest shall continue to accrue as set forth above until all amounts owed under this Note are paid in cash in full; (iii) any assignment for the benefit of the creditors of Borrower or any Guarantor; (b) Borrower or any Guarantor fails to pay when due any principal, interest or other amounts owing under this Note, which failure to pay is not cured within five (5) days from the delivery of notice thereof by the Lender; (c) Any representation or warranty made by Borrower or any Guarantor in this Note is incorrect in any material respect on the date as of which such representation or warranty was made and is not cured, to the extent curable, within ten (10) days from the delivery of notice thereof by the Lender; (d) Borrower or any Guarantor shall default in the observance or performance of any covenant or agreement contained in this Note (other than as provided in clause (b) of this Section), and such default shall continue unremedied for a period of ten (10) days from the delivery of notice thereof by Lender; (e) Borrower or any Guarantor fails to pay when due any of its or his indebtedness (other than indebtedness under this Note) or any interest or premium thereon when due (whether by scheduled payment hereunder, demand or otherwise) and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness, it being understood that for purposes of this subsection "indebtedness" shall mean financial indebtedness and not ordinary course accounts payable; or -8- (f) A judgment or decree is entered against Borrower or any Guarantor and such judgment or decree has not been vacated, discharged, stayed or bonded pending appeal within thirty (30) days from the entry thereof. -9- 7. Waivers. Each of Borrower and each Guarantor hereby irrevocably and unconditionally (a) except with respect to notices required under Section 6(b), waives presentment, demand for performance, diligence in enforcement, notice of non-performance, protest, notice of protest and notice of dishonor and all other protests or notices to the full extent permitted by applicable laws or regulations; and (b) waives any right Borrower or any Guarantor may have to require Lender to exhaust any of the Collateral, or pursue a particular remedy to the exclusion of others. No delay on the part of Lender in exercising any right hereunder shall operate as a waiver of such right or any other right nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. View More

Default. The following events shall be "Events of Default" under this Agreement: (a) The occurrence of an Event of Default (as defined in the Note) Debentures) under the Note; Debentures; and (b) The failure by any Debtor to observe or perform any of its covenants or agreements contained in this Agreement, which failure is not cured, if possible to cure, within 10 days following notice of failure sent by Secured Party the Agent or any Purchaser to the Company.

Default. (a) If Purchaser shall default hereunder and fails to remedy such default within 10 days after receiving written notice from Seller thereof (or such longer period of time as may be reasonably necessary given the specific nature of the default, so long as Purchaser promptly commences cure thereof and diligently pursues completion), Seller's sole remedy is to terminate this Agreement and cause its affiliate, the seller under the Asset Purchase Agreement, Seller to seek any available remedies ... class="diff-color-red">thereunder. under the APA. (b) If In the event Seller shall default hereunder fails to comply with or perform any of the conditions to be complied with or any of the obligations to be performed by Seller under the terms and provisions of this Agreement and Seller fails to remedy such default within 10 days after receiving written notice from Purchaser, Purchaser thereof (or such longer period of time as may shall be reasonably necessary given entitled to exercise an action in equity against Seller for the specific nature performance by Seller of the default, so long as Seller promptly commences cure thereof terms and diligently pursues completion), Purchaser's sole remedy is to terminate provisions of this Agreement and cause its affiliate, provided that Purchaser commences such action for specific performance within sixty (60) days of the purchaser under the Asset Purchase Agreement, to seek any available remedies thereunder. occurrence of such default. (c) This section shall survive Closing, termination or expiration of this Agreement. View More

Found in LMP Automotive Holdings Inc. contract

Default. 6.1 Default by an Underwriter. 6.1.1 Default Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to... purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder. 6.1.2 Default Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates to more than 10% of the Firm Shares or Option Shares, the Representative may in its discretion arrange for themselves or for another party or parties to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Option Shares, the Representative does not arrange for the purchase of such Firm Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties reasonably satisfactory to the Representative to purchase said Firm Shares or Option Shares on such terms. In the event that neither the Representative nor the Company arrange arranges for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6, this Agreement will automatically be terminated by the Representative or the Company without liability on the part of the Company (except as provided in Sections 3.8 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder. 33 6.1.3 Postponement of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package Time of Sale Information or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such shares of Common Preferred Stock. 30 7. Additional Covenants. 7.1 Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sarbanes-Oxley Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Firm Shares listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an "audit committee financial expert," as such term is defined under Regulation S-K and the listing rules of the Exchange. 7.2 Prohibition on Press Releases and Public Announcements. The Company shall not issue press releases or engage in any other publicity, without the Representative's prior written consent (which consent shall not be unreasonably withheld or delayed), for a period ending at 5:00 p.m., Eastern time, on the first (1st) Business Day following the forty-fifth (45th) day after the Closing Date, other than normal and customary releases issued in the ordinary course of the Company's business or as required by applicable law or regulation. View More

Default. The Maker shall be in default hereunder upon the occurrence of any of the following events (each (each, an "Event of Default"): (a) if the Maker fails to pay the unpaid principal amount and interest on the date when due, other than as a result of Maker contesting any amounts due under this Note on in good faith, and solely to the Maturity Date extent of such contested amounts, and such failure continues unremedied for at least five more than fifteen days after written notice of the failure; default is provided to Maker; (b) if any written representation or warranty now or hereafter made by the Maker in connection with the debt evidenced by this Note is false or incorrect in any material respect and is not cured within 30 days of written notice thereof; (c) if the Maker shall (i) apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property, (ii) be generally unable to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) (iii) commence a voluntary case under the United States Bankruptcy Code (11 U.S.C. § 101 et seq. ), as amended (the "Federal Bankruptcy Code"), or any successor statute, (v) (iv) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) or (v) fail to controvert in a timely or appropriate manner, or acquiesce in writing to, any petition filed against the Maker in any involuntary case under such Federal Bankruptcy Code, Code; or (vii) take any corporate action for the purpose of effecting any of the foregoing; or (d) (c) if a proceeding or case shall be commenced against the Maker in any court of competent jurisdiction for (i) the winding up, or composition or readjustment of debts, of the Maker, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Maker or of all or any substantial part of its assets, or (iii) similar relief in respect of the Maker under any law providing for the relief of debtors, and such proceeding or case shall continue undismissed, or unstayed and in effect, for a period of 60 days, or an order for relief against the Maker shall be entered in an involuntary case under such Federal Bankruptcy Code. View More

Default. The following events shall be "Events of Default": (a) The occurrence of an Event of Default (as defined in the Note) Debenture) under the Note; Debenture; (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, Debenture, 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 Debentures or otherwise, or of any check, draft, Note, Debenture, 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, Default"), Lender may at its option exercise any of its remedies set forth herein: (a)Borrower (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 (b) 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 (c) If any material warranty or representation made by Borrower Borrowers in this Agreement or pursuant to the terms hereof shall at any time be false or misleading in any material respect, and if of a curable nature, not be cured within fifteen (15) days after notice from Lender to Borrower; 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 (d) 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 (e) Borrower or withdrawal of any partner or any material owner/member of Borrower, as determined by Lender in its sole discretion; or (h)Borrower Guarantor becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, relationships and which, in the case of any involuntary proceeding, 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 dismissed within ninety (90) days from the date of entry thereof; its filing; or 9 (i)The (f) The entry of a judgment or order against Borrower or Guarantor which Lender deems to be of a material nature, in Lender's sole discretion 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 (g) 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; Borrower or (k)The determination by Lender that it is insecure for any reason; Guarantor; or (l)A (h) A material alteration in the kind or type of Borrower's prospects or business, financial or otherwise, or in the financial condition of the Guarantor, is made without the prior written consent of Lender; or (m)Lender 13 (i) 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 otherwise; or that Lender determines that it is insecure for (j) If Borrower or any reason; or (n)If Borrower Guarantor 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 (k) The failure of Borrower or Guarantor to timely provide any of the information as required in Section 6 (d) through (g) 8 above; (p)The or (l) The failure of Borrower to timely satisfy any of the covenants as required in Section 6 (d) through (g) 6(e), (f), (j), (k), (n), (o), (q) or (r) above, or Section 8 above; (q)The or (m) Any default by Borrower under the Seller Note; or (n) 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. operation. View More

Default. Notwithstanding any cure periods described below, Borrower shall immediately notiJy notify the Bank in writing when Borrower obtain, obtains knowledge of the occurrence of any event of deJault default 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 default: 3.1 Nonpayment. The Borrower shall Jail fail to pay (i) any interest due or any lees, fees, charges, costs or expenses... under this Agreement by five (5) days alter after the same becomes due; or (ii) any principal amount of this Agreement when due. 3.2. 3.2 Nonperformance. The Borrower shall tail fail to perfonn perform or observe any agreement, tenn, term, provision, condition, or covenant (other than a deJault default occurring under this paragraph 3) required to be perfonned performed or observed by Borrower or any Guarantor hereunder or under any other agreement with or in Javor favor of the Bank. 3.3. 3.3 Misrepresentation. Any financial infomiation, information, 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( terms hereof, shall prove untrne untrue or misleading in any material respect (as detennined determined by the Bank in the exercise of its judgment) as of the time when given. 3.4. 3.4 Default on Other Obligations. The Borrower is in deJault default under the tenns ofany terms of any loan agreement, promissory note, lease, conditional sale contract or other agreements, document or instrnment instrument 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 . 3.5 Judgments. 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 for a period of thirty (30) days fullowing following the date of entry thereof 3.6. thereof. 23 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 federal or state law by or against Borrower; or (iii)Borrower (iii) Borrower shall become the subject of any out-ot=court out-of-court settlement with its creditors; or(v) 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. business, properties, financial condition or affairs. View More

Default. Any of the following shall constitute an "Event of Default" under this Loan: a. Note: Unless waived in writing by Lender, the failure of Borrower to make any payment of principal or interest required hereunder within ten (10) days of the due date for such payment; Any material representation, warranty or statement made or furnished by the Borrower in this Note shall be false or misleading in any material respect on the date made; The failure of Borrower to fully observe or perform any other... term, condition, covenant, obligation, condition or agreement contained in this Note and (i) such failure shall continue for fifteen (15) days after the Borrower receives written notice thereof from Lender, or (ii) if such failure is not curable within such 15-day period but is reasonably capable of cure, the Borrower shall not have commenced a cure in a manner reasonably satisfactory to Lender within the initial 15-day period or at any time thereafter ceases to use commercially practicable efforts to effect such cure; -1- A material default or material event of default (subject to any grace or cure period provided in the applicable agreement, document or instrument) shall occur under any other material agreement, lease, loan, document or instrument to which the Borrower is obligated to Lender; The 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 the 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 the 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. (a) For purposes of this Sublease, in the event Subtenant following shall default in the performance of any of the terms, conditions or covenants constitute a material breach of this Sublease, Subtenant's cure period Sublease and a "default" by Subtenant: (a) failure to pay Rent or any other amount within two (2) days after written notice from Sublandlord to Subtenant of such late payment (provided however that a default shall be as occur hereunder without any obligation of Sublandlord to give... any notice if (i) Subtenant fails to make any payment within two (2) days after the due date, and (ii) Sublandlord has given Subtenant written notice under this Section 16(a) on more than two (2) occasions during the twelve (12) month interval preceding such failure by Subtenant); (b) all those items of default set forth in Article 31 20 of the Master Lease for Sublandlord's which remain uncured after the cure period provided in the Master Lease, less ten (10) business days; and/or (c) Subtenant's failure to perform timely and subject to any cure periods any other material provision of a similar type of default as Tenant under this Sublease or 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. as incorporated herein. (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, Sub landlord, 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 Master 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