Acceleration for Failure to Perform Services Sample Clauses

Acceleration for Failure to Perform Services. Notwithstanding the foregoing, if at any time prior to December 31, 2015 either Xxxxx or Xxxxx fails to provide services to Buyer, PGS and its subsidiaries to the same extent as provided as of the date hereof for any reason other than death or disability or Termination Without Cause, then the exercise period of BPar’s Xxxxx & Salim Call shall be accelerated to an exercise period starting on the date of said failure and ending six (6) months thereafter; and the purchase price shall be seven point two (7.2) multiplied by the EBITDA of Buyer and PGS and its subsidiaries for the four (4) full calendar quarters immediately preceding the date of the accelerated notice multiplied by the percentage of equity interest then held by each one of them in Buyer. The accelerated call option exercised by BPar with respect to Xxxxx and/or Salim's share of the Remaining Interest, as the case may be, shall take place as soon as practicable, but no later than ninety (90) days from the issuance by BPar of relevant acceleration notice, and the payment shall be made in cash, in immediately available funds, without any deduction or retention of whatsoever nature, except as provided in Section 7.10, and subject to the Post-Indemnity Escrow Deduction, defined in Section 9.6.1, simultaneously with the transfer of their equity interest in the Remaining Interest. For the avoidance of doubt the provision of this Section shall apply in case Xxxxx or Salim fail to provide services for Buyer, PGS and its subsidiaries to the same extent as provided on the date hereof (twenty five percent (25%) of business time for Xxxxx and one hundred percent (100%) of business time for Salim) other than by reason of death, disability or Termination Without Cause.
Sample 1
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Related to Acceleration for Failure to Perform Services

  • Failure to Perform In the event of a failure of performance due under this Agreement and if it becomes necessary for either party to undertake legal action against the other on account thereof, then the prevailing party shall be entitled to reasonable attorney’s fees in addition to costs and necessary disbursements.

  • Lenders’ Failure to Perform All Advances (other than Swing Loans and Agent Advances) shall be made by the Lenders contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure by any other Lender to perform its obligation to make any Advance (or other extension of credit) hereunder, nor shall any Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder, and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.

  • Continue to Perform No resignation or removal of the Administrator will be effective, and the Administrator will continue to perform its obligations under this Agreement, until a successor Administrator has accepted its engagement according to Section 3.5(b).

  • Data Necessary to Perform Services The Trust or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

  • Ability to Perform; Solvency The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of Seller's creditors;

  • Financial Ability to Perform Buyer has available to it as of the date hereof, and will have available to it at the Closing, funds sufficient to enable Buyer to perform all of its obligations hereunder, including delivering the Purchase Price to Sellers, as and when contemplated by this Agreement and to pay or otherwise perform all of the obligations of Buyer under the other Transaction Documents.

  • Termination for Failure to Close This Agreement shall automatically be terminated if the Closing Date shall not have occurred by March 15, 2018; provided, that the right to terminate this Agreement pursuant to this Section 7.2 shall not be available to any Party whose breach of any provision of this Agreement results in the failure of the Closing to have occurred by such time.

  • Inability to Perform This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord.

  • Ability to Perform The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;

  • Nonperformance The Borrower or any guarantor of Borrower’s Obligations to the Bank (“Guarantor”) shall fail to perform or observe any agreement, term, provision, condition, or covenant (other than a default occurring under (a), (c), (d), (e), (f) or (g) of this Section 4.1) required to be performed or observed by the Borrower or any Guarantor hereunder or under any other Loan Document or other agreement with or in favor of the Bank.

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