Events of Default Clause Example with 42 Variations from Business Contracts

This page contains Events of Default clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: (a) Failure to Pay. The Company shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment shall not have been made within twenty (20) Business Days of the Company's receipt of written notice to the... Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) 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, or (vi) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, 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 Company or any of its Subsidiaries, if any, 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 45 days of commencement. View More

Variations of a "Events of Default" Clause from Business Contracts

Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: (a) Failure Note: (a)Failure to Pay. The Company Borrower shall fail to pay (i) when due any principal or interest payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on amount payable hereunder when due, whether at maturity or otherwise, provided that the date Company... fails to pay such amounts within 30 days of receiving written notice from the Lender that such amounts are due and such payment shall not have been made within twenty (20) Business Days of the Company's receipt of written notice to the Company of such failure to pay; unpaid; or (b) Voluntary (b)Voluntary Bankruptcy or Insolvency Proceedings. The Company Borrower shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, property; (ii) admit in writing its inability inability, to pay its debts generally as they mature, mature; (iii) make a general assignment for the benefit of its or any of its creditors, creditors; (iv) be dissolved or liquidated, liquidated; (v) 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, or (vi) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary it (c)Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, 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 Company or any of its Subsidiaries, if any, 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 45 30 days of commencement. commencement; or (d)Other Defaults. Borrower shall fail to pay any obligation in excess of $100,000, either individually or in the aggregate, when the same becomes due and payable and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument giving rise to such obligation or obligations; or (e)Agreements. Borrower shall fail to perform or observe in all material respects any of its covenants or agreements in this Note and such failure shall continue for ten (10) days after Borrower obtaining knowledge of such failure or receipt by Borrower from Lender of a written notice of such failure. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: (a) Failure to Pay. The Company shall fail to pay (i) when due any principal or interest payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment shall not have been made within twenty (20) Business Days ten days of the Company's receipt of ...Investor's written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) discontinue its business, (ii) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (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, or (vi) (vii) take any action for the purpose of effecting any of the foregoing; or 2 (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, Company 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 Company or any of its Subsidiaries, if any, 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 stayed within 45 60 days of commencement. commencement; (d) Foreclosure Proceedings. Proceedings are commenced to foreclose a security interest or lien on any property or assets of the Company as a result of default in the payment or performance of any debt of the Company for borrowed money in excess of $1,000,000; (e) Judgment Against the Company. A final judgment for the payment of money in excess of $200,000 is entered against the Company by a court of competent jurisdiction, and such judgment is not discharged in accordance with its terms within sixty (60) days after the date such judgment is entered, and within such period an appeal therefrom has not been prosecuted and the execution thereof caused to be stayed during such appeal; or (f) Garnishment. An attachment or garnishment is levied against the assets or properties of the Company involving an amount in excess of $1,000,000, and such levy is not vacated or otherwise terminated within sixty (60) days after the date of its effectiveness; 5. Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 4(b) or 4(c)) and at any time thereafter during the continuance of such Event of Default, Investor may, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 4(b) and 4(c), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Note: (a) Failure to Pay. close the Merger. The Company shall fail to pay (i) when due any principal payment on Merger Agreement is terminated or the due date hereunder or (ii) any interest payment or other payment required under Merger is not consummated within the terms of this Note or any other Transaction Document on the date due and such payment shall not have b...een made within twenty (20) Business Days of the Company's receipt of written notice to period that the Company of such failure has to pay; consummate its initial business combination pursuant to its governing documents, as the same may be amended from time to time; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part substantially all of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, or (v) 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 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 bankruptcy proceeding commenced against it, in the case of each of (i) through (v), other than in connection with a solvent dissolution, liquidation, reorganization or (vi) take any action for the purpose of effecting any of the foregoing; similar corporate proceedings; or 1 (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or of all or a substantial part substantially all of the property thereof, Company's property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to that would constitute the Company or any of its Subsidiaries, if any, 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 stayed, dismissed or discharged within 45 ninety (90) days of commencement. commencement; or (d) Unlawfulness and Invalidity. It is or becomes unlawful for the Company to perform any of its obligations under this Note, or any obligations of the Company under this Note are not or cease to be legal, valid, binding or enforceable. View More
Events of Default. Promptly following the Company becoming aware of an occurrence of any Event of Default, the Company shall furnish to the Holder written notice of the occurrence thereof. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Note: (a) Failure to Pay. The Company shall fail to pay (i) when due any outstanding and unpaid principal payment amount on the any due date hereunder or (ii) any interest payment or other payment re...quired under the terms of this Note or any other Transaction Document on the date due due, and in either such case of (i) and (ii), such payment shall not have been made within twenty (20) Business Days of five (5) business days following the Company's receipt of Holder's written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) (iii) 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, or (vi) take any action for the purpose of effecting any of the foregoing; it; or (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, Company 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 Company or any of its Subsidiaries, if any, 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 challenged, dismissed or discharged within 45 sixty (60) days of commencement. commencement; -6- (d) Dissolution. The dissolution or winding up of the Company; (e) Cessation or Suspension of Trading. The Common Stock is (i) no longer listed for trading or authorized for quotation (as the case may be) on a Trading Market or (ii) suspended from trading on a Trading Market for a period of five (5) consecutive Trading Days or for more than an aggregate of ten (10) Trading Days in any 365-day period; (f) Failure to Deliver Shares. The Company shall fail to timely deliver any shares of Common Stock when so required pursuant to the terms of this Note; (g) Cross-Default. There shall have occurred an "Event of Default" (or other comparable event) under any currently or future existing indebtedness of the Company and such "Event of Default" (or other comparable event) shall be continuing and not subject to forbearance; or (h) Breach of Representations, Warranties or Covenants. Any representation or warranty of the Company in the Purchase Agreement, this Note or any other document or agreement delivered by the Company to the Holder shall not be true and complete, or the Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or any other Purchase Agreement or any other document or agreement delivered by the Company to the Holder, and such failure, to the extent curable, shall continue for five (5) Trading Days. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Documents to the extent applicable: (a) Failure to Pay. The Company shall fail to pay (i) when due any principal payment on the due date hereunder hereunder; or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment shall not have been made within twenty (20) Business Days of... the Company's receipt fifteen (15) calendar days of written notice by the Escrow Agent to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of 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 inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (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, or (vi) (vii) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, Company 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 Company or any of its Subsidiaries, if any, 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 45 forty (40) business days of commencement. commencement; or (d) Breaches. (i) The Company breaches, in any material respect, any covenant or other agreement made by the Company in this Note or any other Transaction Document, or (ii) any warranty made by the Company in this Note or any other Transaction Document shall prove to have been false in any material respect when made and, in each case, the Company fails to cure such breach or misstatement within ten (10) business days after the earlier of (1) an executive officer or in-house counsel of the Company becoming aware of the occurrence of such breach, or (2) written notice from the Escrow Agent – this cure period does not apply to a failure to pay as defined in paragraph 3(a) hereof; or (e) Indebtedness. A default by the Company shall occur and be continuing under one or more agreements (other than the Transaction Documents) to which the Company is a party and pursuant to which the Company owes one or more unaffiliated third parties indebtedness (other than (i) trade payables entered into in the ordinary course of business not more than 90 days past due and (ii) trade payables for which the Company is withholding payment because of a claim being asserted by the Company in good faith against the applicable creditor) in an aggregate principal amount of $ 1,000,000 or more and such default (i) occurs at the final maturity of the obligations thereunder, or (ii) entitles such unaffiliated third parties to accelerate the maturity date of the Company's obligations under such agreements or terminate such unaffiliated parties' commitments to provide indebtedness under such agreements; or (f) Security. If, at any time after the date hereof, the Security Agreement shall become unenforceable or shall not be in full force and effect, or if, at any time, the Escrow Agent, for the benefit of the Class, ceases to have a valid and perfected security interest in any collateral purported to be covered thereby unless the Escrow Agent has failed to take all necessary steps to perfect such security interest. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: (a) Failure to Pay. The Company shall fail to pay (i) when due any principal or interest payment on the due date hereunder on this Note or any of the Notes issued pursuant to the Purchase Agreement or (ii) any interest payment or other payment required under the terms of this Note Note, any of the Notes issued pursuant to the Purchase Agreement or any other Transacti...on Document on the date due and such payment shall not have been made within twenty (20) Business Days five days of the Company's receipt of Investor's written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall (i) apply for or consent to the appointment of 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 inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (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, or (vi) (vii) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, Company 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 Company or any of its Subsidiaries, if any, 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 45 30 days of commencement. commencement; or 2 5. Rights of Investor upon Default. Upon the occurrence or existence of any Event of Default (other than an Event of Default described in Sections 4(b) or 4(c)) and at any time thereafter during the continuance of such Event of Default, Investor may, by written notice to the Company, declare all outstanding Obligations payable by the Company hereunder to be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. Upon the occurrence or existence of any Event of Default described in Sections 4(b) and 4(c), immediately and without notice, all outstanding Obligations payable by the Company hereunder shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived. In addition to the foregoing remedies, upon the occurrence or existence of any Event of Default, Investor may exercise any other right, power or remedy granted to it by the Transaction Documents or otherwise permitted to it by law, either by suit in equity or by action at law, or both. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Note: (a) Failure to Pay. The Company Borrower shall fail to pay (i) when due any principal Principal payment on the date due date hereunder hereunder, or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment due. (b) Borrower shall not have been made within twenty (20) Busi...ness Days fail to comply with any provision of this Note or the Company's receipt of written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company Guaranty Agreement. (c) Borrower shall (i) apply for or consent to the appointment of 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 inability, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) become insolvent (as such term may be defined or interpreted under any applicable statute), (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, or (vi) (vii) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. foregoing. (d) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, 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 Company or any of its Subsidiaries, if any, 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 45 sixty (60) days of commencement. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Note: (a) Failure to Pay. The Company shall fail to pay pay: (i) when due any principal Principal Balance or Interest payment on the due date hereunder hereunder; or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and and, in the case of this clause (ii) only, such payment shall not ha...ve been made within twenty (20) five (5) Business Days of the Company's receipt of the Holder's written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note; (c) The Company shall: (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial any part of its property, assets or property; (ii) be unable, or admit in writing its inability inability, to pay its debts generally as they mature, mature; (iii) make a general assignment for the benefit of its or any of its creditors, subsidiaries creditors; (iv) adopt a plan of liquidation or dissolution or otherwise resolve to be or be dissolved or liquidated, liquidated; (v) become insolvent (as such term may be defined or interpreted under any applicable statute); (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, it; or (vi) (vii) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. (d) Proceedings instituted by a third party for the appointment of a receiver, trustee, liquidator or custodian of the Company, Company or of all or a substantial any part of the property thereof, its assets or property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries, if any, 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 45 sixty (60) days of commencement. commencement; or La Rosa Holdings Corp. – Unsecured Subordinated Promissory Note 3 (e) If this Note shall cease to be, or be asserted by the Company not to be, a legal, valid and binding obligation of the Company enforceable in accordance with its terms. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Note: (a) Failure to Pay. The Company CLNE shall fail to pay (i) when due any principal payment on the due date hereunder or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and such payment shall not have been made within twenty (20) Business Days of the Company's five (5) business day...s after CLNE's receipt of written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company CLNE shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial part of its property, (ii) admit in writing its inability to pay its debts generally as they mature, (iii) make a general assignment for the benefit of its or any of its creditors, (iv) be dissolved or liquidated, (v) 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, or (vi) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, CLNE, 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 Company or any of its Subsidiaries, CLNE, if any, 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 45 days of commencement. View More
Events of Default. The occurrence of any of the following shall constitute an "Event of Default" under this Note and the other Transaction Documents: Note: (a) Failure to Pay. The Company shall fail to pay pay: (i) when due any principal Principal Balance or Interest payment on the due date hereunder hereunder; or (ii) any interest payment or other payment required under the terms of this Note or any other Transaction Document on the date due and and, in the case of this clause (ii) only, such payment shall not ha...ve been made within twenty (20) five (5) Business Days of the Company's receipt of the Holder's written notice to the Company of such failure to pay; or (b) Voluntary Bankruptcy or Insolvency Proceedings. The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note; (c) The Company shall: (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of all or a substantial any part of its property, assets or property; (ii) be unable, or admit in writing its inability inability, to pay its debts generally as they mature, mature; (iii) make a general assignment for the benefit of its or any of its creditors, subsidiaries creditors; (iv) adopt a plan of liquidation or dissolution or otherwise resolve to be or be dissolved or liquidated, liquidated; (v) become insolvent (as such term may be defined or interpreted under any applicable statute); (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, it; or (vi) (vii) take any action for the purpose of effecting any of the foregoing; or (c) Involuntary Bankruptcy or Insolvency Proceedings. (d) Proceedings instituted by a third party for the appointment of a receiver, trustee, liquidator or custodian of the Company, Company or of all or a substantial any part of the property thereof, its assets or property, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or any of its Subsidiaries, if any, 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 45 sixty (60) days of commencement. commencement; or La Rosa Holdings Corp. - Unsecured Subordinated Promissory Note 3 (e) If this Note shall cease to be, or be asserted by the Company not to be, a legal, valid and binding obligation of the Company enforceable in accordance with its terms. View More