Brookfield Default Call Sample Clauses

Brookfield Default Call. In the event of an uncured default by the Brookfield Member pursuant to Section 2.6(d) and following the sixty (60) calendar day cure period required under Section 2.6(d)(iii) (the last day of such period, the “Cure Period End Date”), the Intel Member shall have the right to initiate its exercise of the Intel Call Right pursuant to this Section 12.7 (a “Brookfield Default Call”), as follows: (i) The Intel Member shall have the right to exercise the Brookfield Default Call at any time during the sixty (60) calendar day period following the Cure Period End Date by delivering to the Brookfield Member and the Company an Intel Call Notice (specifying that the exercise is being made with respect to a Brookfield Default Call). (ii) The Call Price with respect to a Brookfield Default Call shall be equal to the Brookfield Invested Capital Amount. (iii) The closing of a Brookfield Default Call transaction shall be effective as of the date set forth in the Intel Call Notice, which shall be no less than ten (10) calendar days following delivery of the Intel Call Notice (subject to extension if necessary to permit approvals from Governmental Entities). At the closing of a Brookfield Default Call transaction: (iv) the Brookfield Member shall deliver or cause to be delivered the Called Units or Brookfield Called Equity (as applicable), duly endorsed or accompanied by written instruments of transfer in form reasonably satisfactory to the Intel Member, duly executed by the Brookfield Member (or, in the case of the Brookfield Called Equity, its immediate owners) and accompanied by all requisite transfer taxes, if any; (v) the Brookfield Member (or, in the case of the Brookfield Called Equity, its immediate owners) shall represent and warrant (A) that it is the sole beneficial and record owner of such Called Units or Brookfield Called Equity (as applicable), (B) that such interests are being validly transferred free and clear of all free and clear of all liabilities and Liens, (C) with respect to the due authorization, execution and delivery of any agreement entered into in connection therewith, and (D) with respect to its authority to enter into such agreement and consummate the transactions contemplated thereby without the consent or approval of any other Person, and shall otherwise agree to complete such transaction on customary terms and conditions and pursuant to customary documents; (vi) the Brookfield Member (or, in the case of the Brookfield Called Equity, its immedi...