Claim of Default Sample Clauses

Claim of Default. Specify the claimed event of default;
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Claim of Default. Specify the claimed event of Default;
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Claim of Default. (a) Any claim by Buyer, whether made prior to or after the Closing, of a breach of one or more of Rockpoint’s representations and warranties in this Agreement or any document relating hereto (individually, a “Breach” and, collectively, as applicable, “Breaches”) shall be made by Buyer by delivering to Rockpoint written notice (a “Claim Notice”) promptly after Buyer has learned of such Breach or Breaches and, in all events, prior to expiration of the Survival Period, which Claim Notice shall set forth (a) a description in reasonable detail of the claimed Breach or Breaches, (b) the Section and subsection of this Agreement or other document under which the claimed Breach or Breaches is (are) asserted, and (c) Buyer’s good-faith calculation of the actual damages incurred by Buyer resulting from such Breach or Breaches, including, as applicable, any diminution in the total value of the Assigned Company Membership Interests resulting from such Breach or Breaches (the “Claimed Damage”). TIME SHALL BE OF THE ESSENCE in respect of Buyer’s obligation to deliver to Rockpoint a Claim Notice as and when and in the manner herein provided. Buyer’s and Rockpoint’s rights and remedies in respect of any alleged Breach or Breaches shall, without limiting the foregoing, be as provided in this Section 5.5. Notwithstanding anything to the contrary herein, if any representation and/or warranty of Rockpoint becomes untrue, incorrect or incomplete solely as a result of changes permitted under this Agreement (e.g., new leasing), same shall not constitute a Breach and Rockpoint shall have no liability to Buyer as a result thereof.
Sample 1

Related to Claim of Default

  • Xxxxxx of Default Any one or more of the following shall constitute an “Event of Default” hereunder:

  • Notice of Default or Event of Default promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto;

  • No Event of Default No Default or Event of Default has occurred and is continuing.

  • Event of Default Any of the following shall constitute an “Event of Default”:

  • Notice of Event of Default If the Mortgagee shall have Actual Knowledge of an Event of Default or of a Default arising from a failure to pay Rent, the Mortgagee shall give prompt written notice thereof to the Owner Trustee, the Owner Participant, Lessee, and each Note Holder. Subject to the terms of Sections 2.13, 4.03, 4.04, 4.08, 5.02 and 5.03 hereof, the Mortgagee shall take such action, or refrain from taking such action, with respect to such Event of Default or Default (including with respect to the exercise of any rights or remedies hereunder) as the Mortgagee shall be instructed in writing by a Majority in Interest of Note Holders. Subject to the provisions of Section 5.03, if the Mortgagee shall not have received instructions as above provided within 20 days after mailing notice of such Event of Default to the Note Holders, the Mortgagee may, subject to instructions thereafter received pursuant to the preceding provisions of this Section 5.01, take such action, or refrain from taking such action, but shall be under no duty to take or refrain from taking any action, with respect to such Event of Default or Default as it shall determine advisable in the best interests of the Note Holders; PROVIDED, HOWEVER, that the Mortgagee may not sell the Aircraft or any Engine without the consent of a Majority in Interest of Note Holders. For all purposes of this Trust Indenture, in the absence of Actual Knowledge on the part of the Mortgagee, the Owner Trustee or the Owner Participant, the Mortgagee, the Owner Trustee or the Owner Participant, as the case may be, shall not be deemed to have knowledge of a Default or an Event of Default (except, in the case of the Mortgagee, the failure of Lessee to pay any installment of Basic Rent within one Business Day after the same shall become due, if any portion of such installment was then required to be paid to the Mortgagee, which failure shall constitute knowledge of a Default) unless notified in writing by Lessee, the Owner Trustee, the Owner Participant or one or more Note Holders.

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