Closing Default Sample Clauses

Closing Default. (a) If Closing does not take place on the Closing Date as a result of the Sellers not delivering 100% of the Shares free and clear from any Encumbrance or not assigning all of the Shareholders’ Loans to Purchaser, the Purchaser may, at its option elect to: (A) proceed to effect the Closing as then possible by and among the non-defaulting Parties only (and if one or more Sellers default(s) only under its/their obligation to assign its/their Shareholders’ Loan(s), also to acquire such Seller(s)’ Shares, or if one or more Sellers default(s) only under its/their obligation to transfer its/their Shares, to acquire such Seller(s)’ Shareholders’ Loan(s)) and (B) either (x) exercise, at such time as Purchaser may determine, Purchaser’s rights pursuant to Clause 13.1(b) with respect to the defaulting Sellers or (y) postpone the Closing with respect to the Shares and/or the Shareholders’ Loans of the defaulting Sellers until any Business Day that is not later than one (1) month from the date when the Closing should have taken place (the “Deferred Closing Date”), indicated by those defaulting Sellers in writing to the Purchaser (and agreed to by the Purchaser) as the time when such defaulting Seller(s) reasonably believe(s) that the obstacles beyond its/their immediate control impeding due delivery of the Shares or the Shareholders’ Loans at the Closing (such as an Encumbrance in favor of a third party created without the consent of the defaulting Party) can be removed, or until such other date as may be agreed by the Purchaser and the defaulting Sellers (it being agreed that in all such cases of a Deferred Closing Date the provisions of Clause 12 shall apply to the Closing as deferred and references in Clause 12 to Closing Date shall be deemed to be references to the Deferred Closing Date); or ii. postpone the date for Closing as to all Sellers for all the Shares and Shareholders’ Loans until a Deferred Closing Date indicated by the defaulting Sellers (and agreed to by the Purchaser) on the same grounds and with the time limit set out in paragraph (i) above; it being agreed that nothing in this Clause 13.1(a) shall give Sellers a right to delay the Closing or otherwise constitute a waiver of or limit Purchaser’s remedies under this Agreement. (b) Notwithstanding anything in Clause 13.1(a), if the Closing with respect to 100% of the Shares and all of the Shareholders' Loans does not take place on the Closing Date due to the Sellers not delivering 100% of the Shares, ...
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Closing Default. A. Closing of the transaction described in this Agreement ("Closing") will occur within thirty (30) days after expiration of the Feasibility Review Period ("Closing Date"). The Closing will be deemed to occur upon payment of the Sale Price by wire transfer or a cashier's or certified check, and delivery of the Deed for the Land and the Quitclaim Bill of Sale for the Personal Property. All Closing costs, including transfer taxes and excise taxes, will be paid by Xxxxx. B. If Closing fails to occur due to default by Seller, Buyer may terminate this Agreement as Xxxxx's sole remedy against Seller. In the event of such termination, neither Seller nor Buyer will have any further liability hereunder. C. If Closing fails to occur due to default by Xxxxx, Seller may terminate this Agreement and neither Seller nor Buyer shall have any further obligations or liability hereunder except for any of Buyer's surviving obligations pursuant to Article 3.B. above. In no event shall Seller have any obligation whatsoever to extend the Closing Date for any reason if Buyer fails to perform.
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Closing Default. The term “
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Closing Default. The failure of the Closing to occur as of the later of the Closing Date, or, if all of the conditions to the Closing are not satisfied on that date, the first date thereafter on which all of such conditions are satisfied, or such other date as the Parties may mutually agree in writing;
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Closing Default. A of the XXX is hereby deleted in its entirety and replaced by the following: Closing will occur on or before October 1, 2019 ("Closing Date"). The Closing will be deemed to occur upon Buyer's payment of the Sale Price by cashier's or certified check, and Seller's delivery of an executed original (i) Quitclaim Deed, and (ii) Release of Reserved Rights, both of which will be executed and acknowledged by Buyer. All Closing costs, including transfer taxes and excise taxes, and recording costs associated with the Quitclaim Deed and Release of Reserved Rights, as executed and acknowledged by Seller and Buyer, will be paid by Buyer.
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Closing Default. A. Closing will occur on or before April 30, 2022 (“Closing Date”). The Closing will be deemed to occur upon payment of the Sale Price by wire transfer or a cashier’s or certified check, and delivery of the deed. All Closing costs, including transfer taxes and excise taxes, will be paid by Xxxxx. B. If Closing fails to occur due to default by Seller, Buyer may terminate this Agreement as Xxxxx’s sole remedy against Seller. In the event of such termination, neither Seller nor Buyer will have any further liability hereunder. C. If Closing fails to occur due to default by Xxxxx, Seller may terminate this Agreement and neither Seller nor Buyer shall have any further obligations or liability hereunder except for any of Buyer's surviving obligations pursuant to Article 3 (B) hereof. In no event shall Seller have any obligation whatsoever to extend the Closing Date for any reason if Buyer fails to perform.
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Closing Default 
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Related to Closing Default

  • Existing Defaults No Loan Party is in default in the performance, observance or fulfillment of any of the obligations, contained in any Contractual Obligation applicable to it, and no condition exists which, with or without the giving of notice or the lapse of time, would constitute a default under such Contractual Obligation, except, in any such case, where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

  • No Existing Default No Default or Event of Default shall have occurred and be continuing (i) on the borrowing, continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect to the issuance or extension of such Letter of Credit on such date.

  • Servicing Default If any one of the following events ("Servicing Default") shall occur and be continuing: (a) Any failure by the Master Servicer to deposit in the Custodial Account or Payment Account any deposit required to be made under the terms of this Servicing Agreement which continues unremedied for a period of five Business Days after the date upon which written notice of such failure shall have been given to the Master Servicer by the Issuer or the Indenture Trustee, or to the Master Servicer, the Issuer and the Indenture Trustee by the Credit Enhancer; or (b) Failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in the Securities or in this Servicing Agreement, which failure, in each case, materially and adversely affects the interests of Securityholders or the Credit Enhancer and which continues unremedied for a period of 45 days after the date on which written notice of such failure, requiring the same to be remedied, and stating that such notice is a "Notice of Default" hereunder, shall have been given to the Master Servicer by the Issuer or the Indenture Trustee, or to the Master Servicer, the Issuer and the Indenture Trustee by the Credit Enhancer; or (c) The entry against the Master Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The Master Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property, or a decree or order of a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order shall have remained in force undischarged, unbonded or unstayed for a period of 60 days; or the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations, then, and in every such case, so long as a Servicing Default shall not have been remedied by the Master Servicer, either the Issuer or the Indenture Trustee, with the consent of the Credit Enhancer, or the Credit Enhancer, by notice then given in writing to the Master Servicer (and to the Issuer and the Indenture Trustee if given by the Credit Enhancer) may terminate all of the rights and obligations of the Master Servicer as servicer under this Servicing Agreement other than its right to receive servicing compensation and expenses for servicing the Home Equity Loans hereunder during any period prior to the date of such termination and the Issuer or the Indenture Trustee, with the consent of the Credit Enhancer, or the Credit Enhancer may exercise any and all other remedies available at law or equity. Any such notice to the Master Servicer shall also be given to each Rating Agency, the Credit Enhancer and the Issuer. On or after the receipt by the Master Servicer of such written notice, all authority and power of the Master Servicer under this Servicing Agreement, whether with respect to the Securities or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee as pledgee of the Home Equity Loans, as successor Master Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Home Equity Loan and related documents, or otherwise. The Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Master Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts relating to the Home Equity Loans that shall at the time be held by the Master Servicer and to be deposited by it in the Custodial Account, or that have been deposited by the Master Servicer in the Custodial Account or thereafter received by the Master Servicer with respect to the Home Equity Loans. All reasonable costs and expenses (including, but not limited to, attorneys' fees) incurred in connection with amending this Servicing Agreement to reflect such succession as Master Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master Servicer (or if the predecessor Master Servicer is the Indenture Trustee, the initial Master Servicer) upon presentation of reasonable documentation of such costs and expenses. Notwithstanding any termination of the activities of the Master Servicer hereunder, the Master Servicer shall be entitled to receive, out of any late collection of a payment on a Home Equity Loan which was due prior to the notice terminating the Master Servicer's rights and obligations hereunder and received after such notice, that portion to which the Master Servicer would have been entitled pursuant to Sections 3.03 and 3.09 as well as its Master Servicing Fee in respect thereof, and any other amounts payable to the Master Servicer hereunder the entitlement to which arose prior to the termination of its activities hereunder. Notwithstanding the foregoing, a delay in or failure of performance under Section 7.01(a) or under Section 7.01(b) after the applicable grace periods specified in such Sections, shall not constitute a Servicing Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Master Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using reasonable efforts to perform its respective obligations in a timely manner in accordance with the terms of this Servicing Agreement and the Master Servicer shall provide the Indenture Trustee, the Credit Enhancer and the Securityholders with notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee, the Credit Enhancer and the Owner Trustee in writing of any Servicing Default.

  • ERISA Default The occurrence of one or more ERISA Events that (a) the Required Lenders determine could have a Material Adverse Effect, or (b) results in a Lien on any of the assets of any Company.

  • Additional Event of Default The following will constitute an additional Event of Default with respect to Party B: "NOTE ACCELERATION NOTICE. A Note Acceleration Notice is served on Party B in relation to the Relevant Notes."

  • Occurrence of Default Any Transfer hereunder shall be subordinate and subject to the provisions of this Lease, and if this Lease shall be terminated during the term of any Transfer, Landlord shall have the right to: (i) treat such Transfer as cancelled and repossess the Subject Space by any lawful means, or (ii) require that such Transferee attorn to and recognize Landlord as its landlord under any such Transfer. If Tenant shall be in default under this Lease, Landlord is hereby irrevocably authorized, as Tenant’s agent and attorney-in-fact, to direct any Transferee to make all payments under or in connection with the Transfer directly to Landlord (which Landlord shall apply towards Tenant’s obligations under this Lease) until such default is cured. Such Transferee shall rely on any representation by Landlord that Tenant is in default hereunder, without any need for confirmation thereof by Tenant. Upon any assignment, the assignee shall assume in writing all obligations and covenants of Tenant thereafter to be performed or observed under this Lease. No collection or acceptance of rent by Landlord from any Transferee shall be deemed a waiver of any provision of this Article 14 or the approval of any Transferee or a release of Tenant from any obligation under this Lease, whether theretofore or thereafter accruing. In no event shall Landlord’s enforcement of any provision of this Lease against any Transferee be deemed a waiver of Landlord’s right to enforce any term of this Lease against Tenant or any other person. If Tenant’s obligations hereunder have been guaranteed, Landlord’s consent to any Transfer shall not be effective unless the guarantor also consents to such Transfer.

  • No Default or Event of Default No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Agreement.

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

  • Default GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:

  • Major Default The Purchasers shall be considered to be in “Major Default” in the event that (a) the Purchasers are in breach of their obligations under the Agreement and (b) such breaches, individually or in the aggregate, resulted or would reasonably be expected to result in (i) material Losses to the Sellers or their Affiliates, (ii) material reputational harm to the Sellers or their Affiliates, (iii) material and adverse regulatory consequences to the Sellers or their Affiliates, for which, in each case of clauses (i) through (iii), indemnification by the Purchasers pursuant to Article 8 of the Agreement would not be sufficient to remedy all damages incurred by the Sellers and their Affiliates or (iv) if the Sellers reasonably determine, based on the advice of counsel, that it would reasonably be expected to be a violation of their fiduciary duties under applicable Law to not terminate the Agreement, taking into account the indemnification by the Purchasers pursuant to Article 8 of the Agreement; provided, that the following breaches shall be excluded, and not taken into account, in determining if a Major Default has occurred: (x) any breach to the extent resulting from any action taken by the Purchasers pursuant to and in accordance with written direction given by the Sellers and (y) any breach to the extent arising out of or resulting from, directly or indirectly, a breach by the Sellers of the Agreement, the Transition Services Agreement or the Purchase Agreement.

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