3Default by the Contributor Sample Clauses
The 'Default by the Contributor' clause defines the consequences and procedures that apply if the contributor fails to meet their obligations under the agreement. Typically, this clause outlines what constitutes a default, such as missing deadlines, failing to deliver agreed-upon work, or breaching specific terms. It may also specify remedies available to the other party, such as the right to terminate the agreement, seek damages, or require corrective action. The core function of this clause is to allocate risk and provide a clear process for addressing non-performance, thereby protecting the interests of the non-defaulting party.
3Default by the Contributor. If (x) the Contributor fails to perform any of the Contributor’s closing obligations and such failure is not cured within 3 days after the Contributor receives written notice from the Operating Partnership, or (y) if any of the Contributor’s representations or warranties set forth herein are determined to be materially inaccurate or untrue when made and such failure continues for 15 days after the Contributor receives written notice from the Operating Partnership (or such longer period as reasonably required by the Contributor to effect such cure, but in no event more than 30 days) or the Closing Date, if earlier, then the Operating Partnership, at its option and as the Operating Partnership’s sole and exclusive remedy, shall have the right to (i) terminate this Agreement by giving written notice to the Contributor, whereupon the ▇▇▇▇▇▇▇ Money shall be immediately delivered to the Operating Partnership by the Title Company upon receipt of written notice from the Operating Partnership of such termination and the Contributor shall reimburse the Operating Partnership for all of the Operating Partnership’s third party actual documented reasonable out-of-pocket expenses (the “Contributor Breakage Fee”) and thereafter, neither the Operating Partnership nor the Contributor shall have any further rights or obligations hereunder except for any matters that survive termination of this Agreement, (ii) pursue a damage claim not to exceed the Contributor Breakage Fee and receive a full return of the ▇▇▇▇▇▇▇ Money or (iii) enforce specific performance of the obligations of the Contributor under this Agreement. Any suit for specific performance must be filed within 180 days after the Closing Date or shall thereafter be barred. Notwithstanding the foregoing, this provision is not intended to limit the Contributor’s obligations to indemnify the Operating Partnership for certain matters as expressly provided in this Agreement.