Events of Default Contract Clauses (4,519)

Events of Default. Each of the following occurrences shall be a "Default": (a) Tenant's failure to pay any portion of Rent when due, if the failure continues for five (5) days after written notice to Tenant ("Monetary Default"); (b) Tenant's failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within thirty (30) days after written notice to Tenant provided, however, if Tenant's failure to comply cannot reasonably be cured withi...n thirty (30) days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonably necessary to cure the failure so long as Tenant begins the cure within ten (10) days after such notice to Tenant and diligently pursues the cure to completion; (c) Tenant or any guarantor of this Lease becomes insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business; (d) the leasehold estate is taken by process or operation of Law; or (e) Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord at the Building or Property. If Landlord provides Tenant with notice of Tenant's failure to comply with any specific provision of this Lease on three (3) separate occasions during any 12-month period, Tenant's subsequent violation of such provision shall, at Landlord's option, be an incurable Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in addition to, notice required by Law. View More

Events of Default. The occurrence of any of the following events shall constitute an "Event of Default": (a) Seller interferes with Buyer's right to collect the Daily Amount; (b) Seller violates any term or covenant in this Agreement; (c) Seller uses multiple depository accounts without the prior written consent of Buyer; (d) Seller changes its depositing account or its payment card processor without the prior written consent of Buyer; (e) Seller defaults under any of the terms, covenants and conditions of any oth...er agreement with Buyer; or (f) Seller fails to provide timely notice to Buyer such that: (i) within any 30 day period four or more ACH transactions attempted by Buyer are rejected by Seller's bank and/or; (ii) four or more consecutive ACH transactions attempted by Buyer are rejected by Seller's bank. View More

Events of Default. (a) Events. The following occurrences shall constitute an "Event of Default" hereunder: (i) failure to pay principal and/or interest hereunder when due; or (ii) default by the Company under any material provision of this Note or the Subscription Agreement if such default is not substantially cured by the Company within thirty (30) days after the Holder has delivered the Company written notice of such default; or (iii) the institution by the Company of proceedings to be adjudicated as bankrupt or... insolvent, or the consent by it to institution of bankruptcy or insolvency proceedings against it or the filing by it of a petition or answer or consent seeking reorganization or release under the federal Bankruptcy Act, or any other applicable federal or state law, or the consent by it to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee or other similar official of the Company, or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the taking of corporate action by the Company in furtherance of any such action; or (iv) if, within sixty (60) days after the commencement of an action against the Company (and service of process in connection therewith on the Company) seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such action shall not have been resolved in favor of the Company or if, within sixty (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment shall not have been vacated. (b) Remedies. Upon the occurrence of an Event of Default, and so long as such Event of Default shall continue, the Holder may (i) declare the entire principal balance hereunder, and all accrued and unpaid interest, immediately due and payable and (ii) exercise any and all of its rights and remedies granted herein, by applicable law, or which the Holder may otherwise have against the Company or otherwise. View More

Events of Default. The occurrence of any one or more of the following events shall constitute an "Event of Default" hereunder: (a) Default. The occurrence of any breach, default or "Event of Default" (as such term may be defined in any Transaction Documents), after applicable notice and cure periods, under any of the Transaction Documents. (b) Covenants and Agreements. The failure of Pledgor or the Company to perform, observe or comply with any and all of the covenants, promises and agreements of the Pledgor and t...he Company in this Agreement, which such failure is not cured by the Pledgor or the Company within ten (10) days after receipt of written notice thereof from Secured Party, except that there shall be no notice or cure period with respect to any failure to pay any sums due under or as part of the Obligations (provided that if the failure to perform or default in performance is not capable of being cured, in Secured Party's sole discretion, then the cure period set forth herein shall not be applicable and the failure or default shall be an immediate Event of Default hereunder). 4 (c) Information, Representations and Warranties. If any representation or warranty made herein or in any other Transaction Documents, or if any information contained in any financial statement, application, schedule, report or any other document given by the Company to Secured Party in connection with the Obligations, with the Collateral, or with the Transaction Documents, is not in all material respects true, accurate and complete, or if the Pledgor or the Company omitted to state any material fact or any fact necessary to make such information not misleading. View More

Events of Default. For purposes of this Agreement, the term "Event of Default" shall mean and refer to any of the following: a.Failure of Borrower to perform or observe any covenant set forth in this Agreement, or to perform or observe any other term, condition, covenant, warranty, agreement or other provision contained in this Agreement, where such failure continues for fifteen (15) days after receipt of written notice from Lender specifying such failure; b.Any representation or warranty made or furnished by Borr...ower in writing in connection with this Agreement and the Note or any statement or representation made in any certificate, report or opinion delivered pursuant to this Agreement or in connection with this Agreement is false, incorrect or incomplete in any material respect at the time it is furnished; or c.Occurrence of any other Event of Default as defined in the Note. View More

Events of Default. An "Event of Default" shall occur hereunder: (a) if the Company shall default in the payment of the Principal Amount or any Interest on this Note, when and as the same shall become due and payable and after written demand for payment thereof has been made and such amount remains unpaid for 30 business days after the date of such notice; (b) if the Company shall default in the due observance or performance of any covenant, representation, warranty, condition or agreement on the part of the Compan...y to be observed or performed pursuant to the terms hereof or pursuant to the terms of the Purchase Agreement, and such default is not remedied or waived within the time periods permitted therein, or if no cure period is provided therein, within 30 business days after the Company receives written notice of such default; or (c) if the Company shall commence any proceeding in bankruptcy or for dissolution, liquidation, winding-up, composition or other relief under state or federal bankruptcy laws, or if such proceedings are commenced against the Company, or a receiver or trustee is appointed for the Company or a substantial part of its property, and such proceeding or appointment is not dismissed or discharged within 120 calendar days after its commencement. 2 6. Acceleration. If an Event of Default under Section 5(c) above occurs, then the Principal Amount and all accrued and unpaid Interest on this Note shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived. If any other Event of Default occurs and is continuing, the Holder may declare the Principal Amount and all accrued and unpaid Interest on this Note to be due and payable immediately only upon written notice to the Company. Upon any such declaration of acceleration, such Principal Amount and Interest shall become immediately due and payable, and the Holder shall be entitled to exercise all of its rights and remedies hereunder and under the Purchase Agreement whether at law or in equity. The failure of the Holder to declare this Note due and payable shall not be a waiver of its right to do so, and the Holder shall retain the right to declare this Note due and payable unless the Holder shall execute a written waiver. View More

Events of Default. If one or more of the following described "Events of Default" shall occur and continue without cure for 30 days, unless a different time frame is noted below: (a) The Company shall default in the payment of principal or interest on this Note, and such failure shall continue for a period of five (5) days; or (b) The Company shall fail to perform or observe, in any material respect, any other covenant, term, provision, condition, agreement or obligation of the Company under this Note and such fail...ure shall continue uncured for a period of thirty (30) days after notice from the Holder of such failure; or 5 (c) The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or (d) A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within thirty (30) days after such appointment; or (e) Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or (f) Any money judgment, writ or warrant of attachment, or similar process, in excess of Five Hundred Thousand ($500,000) Dollars in the aggregate shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or (g) Bankruptcy, reorganization, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or any law for the relief of debtors shall be instituted voluntarily by or involuntarily against the Company; or (h) The Company shall. Ease to be a "reporting company" pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. (i) The Company shall not record the Holder's Conversion Equity pursuant to paragraph 4 herein within 30 days of receipt of Notice of Conversion; or (j) any of the representations or warranties made by the Company herein or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note shall be false or misleading in a material respect on the Closing Date. then, or at any time thereafter, unless cured, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall continue to accrue on all amounts outstanding under this Note at the rate of 10% per annum, until such Event of Default is cured or the principal and all accrued interest under this Note is paid in full. 6 12. Non-Recourse Obligation. No recourse shall be had for the payment of the principal or interest of this Note, or for any claim based hereon, or otherwise in respect hereof, against any member, manager, officer or director, as such, past, present or future, of the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. This Note is subject to the following additional Conditions and Requirements: 13. Warrants to be Issued to the Holder. The Company shall issue to the Holder Warrants to purchase 150,000 shares of Company Common Stock, fully-vested with cashless exercise features, exercisable at a stock price of $0.50 per share for a period of five (5) years. View More

Events of Default. The occurrence of any one or more of the following events shall constitute an event of default hereunder ("Event of Default"): (a) If Maker shall fail to pay when due any payment of the Principal Amount, interest or other amount payable on this Note, provided that Maker has not cured such payment within fifteen (15) calendar days of written notice of non-payment from the Holder. (b) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relat...ing to insolvency or relief of debtors (a "Bankruptcy Law"), Maker shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due. (c) If a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against Maker in an involuntary case; (ii) appoints a trustee, receiver, assignee, liquidator or similar official for Maker or substantially all of its properties; or (iii) orders the liquidation of Maker. (d) If Maker enters into any of the following: (i) any merger with or into, acquisition of the equity interests of, consolidation with, or other similar transaction; (ii) the sale, transfer, lease, license or other disposition of all or substantially all of its assets; or (iii) any transaction or series of related transactions pursuant to which any third party person or "group" (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the "beneficial owner" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act) of a majority of the total voting power of Maker's then outstanding securities. View More

Events of Default. The occurrence and continuance of any of the following shall constitute an "Event of Default" under this Note: 6.1. Failure to Pay. Borrower shall fail to pay when due, whether at the Maturity Date, the Prepayment Deadline, upon acceleration or otherwise, any principal or interest payment, or any other payment required under the terms of this Note on the date due, and such failure shall continue for five (5) days after written notice to Borrower. 6.2. Breaches of Covenants. Borrower or any other... person or entity fails to comply with or to perform when due any other term, obligation, covenant, or condition contained in this Note, in the Purchase Agreement (including without limitation any covenant set forth in Section 4 of the Purchase Agreement), any other Transaction Document (as defined in the Purchase Agreement), or in any other agreement securing payment of this Note and such failure or non-performance shall continue for ten (10) days after written notice to Borrower. 6.3. Representations and Warranties. Any representation or warranty made by Borrower to Lender in this Note, the Purchase Agreement, any other Transaction Document, or any related agreement shall be false, incorrect, incomplete or misleading in any material respect when made or furnished and such breach causes harm to Lender. 6.4. Voluntary Bankruptcy or Insolvency Proceedings. 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, to pay its debts generally as they mature, (iii) make a general assignment for the benefit of 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 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. 6.5. Involuntary Bankruptcy or Insolvency Proceedings. Proceedings for the appointment of a receiver, trustee, liquidator, or custodian of Borrower or of all or a substantial part of its property, or an involuntary case or other proceedings seeking liquidation, reorganization, or other relief with respect to Borrower or its debts 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. 6.6. Government Action. If any governmental or regulatory authority takes or institutes any action that will materially affect Borrower's financial condition, operations or ability to pay or perform Borrower's obligations under this Note. 6.7. Judgment. A judgment or judgments for the payment of money in excess of the sum of $100,000.00 in the aggregate shall be rendered against Borrower and either (i) the judgment creditor executes on such judgment or (ii) such judgment remains unpaid or undischarged for more than sixty (60) days from the date of entry thereof or such longer period during which execution of such judgment shall be stayed during an appeal from such judgment. 6.8. Attachment. Any execution or attachment shall be issued whereby any substantial part of the property of Borrower shall be taken or attempted to be taken and the same shall not have been vacated or stayed within thirty (30) days after the issuance thereof. 2 6.9. Cross Default. Borrower materially breaches or any event of default occurs under any term or provision of any Other Agreement (as defined hereafter). For purposes hereof, "Other Agreement" means collectively, (i) all existing and future agreements and instruments between, among or by Borrower (or an affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (ii) any financing agreement or a material agreement filed with the Securities and Exchange Commission that affects Borrower's ongoing business operations. View More

Events of Default. Each of the following events shall constitute an "Event of Default" hereunder: (a) The Company fails to make any payment when due under this Note on the applicable due date; (b) A receiver is appointed for any material part of the Company's property, the Company makes a general assignment for the benefit of creditors, or the Company becomes a debtor or alleged debtor in a case under the U.S. Bankruptcy Code or becomes the subject of any other bankruptcy or similar proceeding for the general adju...stment of its debts or for its liquidation; (c) The Company breaches any material obligation to Holder under this Note or under any other Financing Document and does not cure such breach within 20 days after written notice thereof has been given by or on behalf of Holder to the Company; (d) The Company is in default under any Senior Indebtedness and such default is not waived by the holder of such Senior Indebtedness or cured by the Company within the applicable grace period, if any, provided in the agreements evidencing such Senior Indebtedness; or (e) The Company's Board of Directors or stockholders adopt a resolution for the liquidation, dissolution or winding up of the Company. Upon the occurrence of any Event of Default, all accrued but unpaid expenses, accrued but unpaid interest, all principal and any other amounts outstanding under this Note shall (i) in the case of any Event of Default under Section 5(b), become immediately due and payable in full without further notice or demand by Holder and (ii) in the case of any Event of Default other than under Section 5(b), become immediately due and payable upon written notice by or on behalf of the Holder to the Company. View More