Default Contract Clauses (7,620)

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 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. 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. 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. (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. (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. 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. 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. 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. 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