Key Date. The earliest to occur of any of the following events: (a) Guarantor, Borrower, any Affiliate thereof, or any of their employees, Authorized Persons, agents, or principals engages in, or causes or induces any other Person to engage in, any fraud or bad faith in connection with, or any intentional or grossly negligent breach of, the terms of the Credit Agreement, any other Loan Document, any Liquidator Joint Venture Agreement, or any Liquidation Sales Agreement, or any of the transactions... contemplated in any of the foregoing; (b) (i) Guarantor (or any member of senior management of Guarantor) consents to, votes in favor of, fails to contest, acquiesces or otherwise causes Borrower or, with respect to GAG Inc., Great American to become the subject of any Insolvency Proceeding constituting an Event of Default described at Sections 9.1(g) or (h) of the Credit Agreement; (ii) Guarantor becomes the subject of an Insolvency Proceeding described in either of such Sections; or (iii) an Event of Default under Section 9.1(p) or (q) of the Credit Agreement occurs; (c) Borrower, or any Person acting on Borrower’s behalf, diverts, misappropriates or misapplies any funds received by Borrower or such Person or otherwise fails to cause the Proceeds to be applied in a manner consistent with Sections 2.6 and 2.8 of the Credit Agreement; (d) Guarantor pledges, or causes any other member of the Great American Group to pledge, any asset or Capital Stock of Borrower or Great American, or any right of Borrower under any Liquidation Sales Agreement or Liquidator Joint Venture Agreement in respect to which Lender has provided a Liquidation Loan, to any Person other than Lender; (e) In respect to any Liquidation Sale in respect to which Lender has provided a Liquidation Loan, Borrower voluntarily ceases, or intentionally fails, to perform its obligation to conduct such Liquidation Sale pursuant to the applicable Liquidation Sales Agreement prior to the completion of such Liquidation Sale; or (f) Any Expense Payment made to any Person which is a member of the Great American Group in connection with any Liquidation Sale in respect to which Borrower has provided a Liquidation Loan includes a mark up for profit above such Person’s actual out-of-pocket cost thereforView More
Key Date. The earliest to occur of any of the following events: (a) Guarantor, any Borrower, any Affiliate thereof, or any of their employees, Authorized Persons, agents, or principals engages in, or causes or induces any other Person to engage in, any fraud or bad faith in connection with, or any intentional or grossly negligent breach of, the terms of the Credit Agreement, any other Loan Document, any Liquidator Joint Venture Agreement, or any Liquidation Sales Agreement, or any of the transactions... contemplated in any of the foregoing; (b) (i) Guarantor (or any member of senior management of Guarantor) consents to, votes in favor of, fails to contest, acquiesces or otherwise causes any Borrower or, with respect to GAG Inc., Great American American, to become the subject of any Insolvency Proceeding constituting an Event of Default described at Sections 9.1(g) or (h) of the Credit Agreement; (ii) Guarantor becomes the subject of an Insolvency Proceeding described in either of such Sections; or (iii) an Event of Default under Section 9.1(p) or (q) of the Credit Agreement occurs; (c) Any Guarantor, any Borrower, or any Person acting on Borrower’s any Borrower's or Guarantor's behalf, diverts, misappropriates or misapplies any funds received by such Borrower or such Person or otherwise fails to cause the Proceeds to be applied in a manner consistent with Sections 2.6 and 2.8 of the Credit Agreement; (d) Except as may be permitted under the ICA, any Guarantor pledges, or causes any other member of the Great American Group to pledge, any asset or Capital Stock of Borrower or Great American, any Borrower, or any right of any Borrower under any Liquidation Sales Agreement or Liquidator Joint Venture Agreement in respect to which Lender any Borrower has provided a Liquidation Loan, incurred any Obligations, to any Person other than the Lender; (e) In respect to any Liquidation Sale in respect to which Lender any Borrower has provided a Liquidation Loan, incurred any Obligations, any Borrower voluntarily ceases, or intentionally fails, to perform its obligation to conduct such Liquidation Sale pursuant to the applicable Liquidation Sales Agreement prior to the completion of such Liquidation Sale; or (f) Any Expense Payment payment of Expenses made to any Person which is a member of the Great American Group in connection with any Liquidation Sale in respect to which any Borrower has provided a Liquidation Loan incurred any Obligations which includes a mark up for profit above such Person’s Person's actual out-of-pocket cost therefor therefor; or (g) Any Default or Event of Default occurs with respect to any Borrower other than the Original Borrower, except, with respect to the Original Borrower, as otherwise provided in the immediately preceding clauses 'a' through 'f'. View More
