Certain Consequences of Default Clause Samples
Certain Consequences of Default. (a) Notwithstanding any other provision in this Agreement or any Associated Agreement to the contrary, during the Default Period, the Defaulting Party shall be subject to all rights and remedies available to the Affected Parties under the relevant Applicable Operating Agreements, and in addition, shall have no right to:
(i) make or elect to participate in any proposal under this Agreement or any Applicable Operating Agreement;
(ii) vote on any matter with respect to which approval is required under the express terms of this Agreement or any Associated Agreement (excluding any amendment or waiver of the terms of any such agreement);
(iii) call any Operating Committee or subcommittee meeting;
(iv) vote on any matter coming before the Operating Committee or any subcommittee (except for any amendment to the Development Work Program pursuant to Section 4.1);
(v) access any data or information relating to any operation conducted under this Agreement or any Associated Agreement (except to the extent that the Defaulting Party is Joint Development Operator or is a Party Operator, in which case such Defaulting Party shall be entitled to such data and information as may be necessary to perform its responsibilities in such capacity);
(vi) Transfer all or any part of its interests in its Joint Development Interest or any other Subject Oil and Gas Asset, or Encumber all or any part of its interests in its Subject Oil and Gas Assets except in a case of (a) a Transfer of a Joint Development Interest to a Person or Encumbrance in favor of a Person who simultaneously with such Transfer or Encumbrance satisfies in full the Total Amount in Default, or (b) a Credit Facility Encumbrance granted pursuant to a borrowing for which all or a portion of the proceeds thereof are used to pay the entire amount of the Total Amount in Default;
(vii) withhold consent to any Transfer of all or an undivided portion of the Joint Development Interest or a Material Interest of a non-defaulting Development Party pursuant to Article 7, or exercise its preferential purchase right provided for in Section 8.1 in the event of such a Transfer by a non-defaulting Development Party or in Section 8.2 in the event of a Change in Control of a non-defaulting Development Party; or
(viii) elect to acquire any portion of an Acquired Interest pursuant to Article 9.
(b) In addition to the other remedies available to the Affected Parties under this Agreement and any other rights available to each Affected Party t...
Certain Consequences of Default. Notwithstanding any other provision of this Agreement, commencing on the Default Date and (i) prior to the Non-Defaulting Partners' collection of Damages through the exercise of its legal remedies or otherwise, or (ii) while the Non-Defaulting Partners are pursuing their remedies under Section 11.2(a) or (b), the Representatives of the Defaulting General Partner shall not have any voting or decisional rights with respect to matters requiring Partnership Governance Committee Action, and such matters shall be determined solely by the Representatives of the Non-Defaulting General Partner; provided, however, that the foregoing loss of voting and decisional rights shall not occur as a result of a Default caused solely by the Bankruptcy of a Partner or a Guarantor described in Section 11.1(a)(iii); and provided further, that in the case of a Default under Section 11.1(a)(i) or (ii), the foregoing loss of voting and decisional rights shall not apply to those voting and decisional rights contained in Sections 6.7(i), (x), (xvi) or (xviii) of this Agreement, which rights shall continue in full force and effect at all times.
Certain Consequences of Default. A Strainwise Default and/or a HWH Default hereunder is sometimes referred to generically as a "Default". No remedy hereunder is exclusive of any other remedy, but each remedy shall be cumulative and in addition to any other remedies at law, in equity or by statute existing now or hereafter. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power nor shall it be construed to be a waiver of any Default or acquiescence therein, and every such right and power may be exercised periodically and as often as may be deemed expedient. If a court of competent jurisdiction rules that termination of this Agreement or any SOW by HWH for a Strainwise Default was wrongful, then Strainwise shall be entitled to damages or other relief as prescribed and directed by the court.
Certain Consequences of Default. Notwithstanding any other ------------------------------- provision of this Agreement, commencing on the Default Date and (i) prior to the Non-Defaulting Partners' collection of Damages through the exercise of its legal remedies or otherwise, or (ii) while the Non-Defaulting Partners are pursuing their remedies under Section 11.2(a) or (b), the Representatives of the ---------------------- Defaulting General Partner shall not have any voting or decisional rights with respect to matters requiring Partnership Governance Committee Action, and such matters shall be determined solely by the Representatives of the Non-Defaulting General Partners; provided, however, that the foregoing loss of voting and decisional rights shall not occur as a result of a Default caused solely by the Bankruptcy of a Partner or a Guarantor described in Section 11.1(a)(iii); and -------------------- provided further, that in the case of a Default under Section 11.1(a)(i) or ---------------- ------------------ (ii), the foregoing loss of voting and decisional rights shall not apply to those voting and decisional rights contained in Sections 6.7(i), (x), (xvi) or ------------------------------ (xviii) of this Agreement, which rights shall continue in full force and effect ------- at all times.
Certain Consequences of Default. (a) In the event Parent or any Seller shall default in any of its obligations to be performed on or prior to the Closing Date, Buyer shall have the right to seek to obtain specific performance of Parent’s and Sellers’ respective obligations hereunder, and Parent shall be liable for all costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) incurred by Buyer by reason of such action in the event Buyer shall prevail in such action.
(b) If Parent and/or any Seller has (i) defaulted in the performance of any covenant, (ii) breached a representation as a result of an action, or omission to take an action required to be taken, by Parent and/or any Seller or (iii) otherwise failed (in bad faith) to (x) consummate the Transactions or (y) take actions reasonably necessary to consummate the Transactions in accordance with the terms and provisions of this Agreement, and Buyer elects to terminate this Agreement, Parent shall be obligated to reimburse to Buyer all reasonable out of pocket costs incurred by Buyer in connection with this Agreement, up to a maximum amount of $200,000.
(c) If (i) Buyer shall default in the payment of the Purchase Price or if Buyer shall default in the performance of any of its other material obligations on the Closing Date, or (ii) Buyer shall default in the performance of any of its obligations to be performed prior to the Closing Date and, with respect to any default under this clause (ii) only, such default shall not have been cured prior to the earlier of (x) thirty (30) days following notice thereof and (y) the Termination Date, Parent’s and Sellers’ sole remedy by reason thereof shall be to terminate this Agreement and, upon such termination, Parent shall be entitled to retain the Deposit as liquidated damages for Purchaser’s default hereunder, and thereafter Buyer, Parent and Sellers shall have no further rights or obligations under this Agreement except for those that are expressly provided in this Agreement to survive the termination hereof; provided, that Parent or any Seller shall not have the right to terminate this Agreement pursuant to this clause if Parent or any Seller is then in material breach of any of its representations, warranties, covenants or agreements contained herein.
(d) The liabilities and obligations in subsections (a), (b) and (c) above shall survive the termination of this Agreement.