Default by Assignee Sample Clauses

Default by Assignee. 5.1.1 If the Assignee defaults in the payment of any money required to be paid by it under clause 3.1 or fails to complete any other obligation under this Agreement and that default is not remedied within 21 days after it receives a notice from the Assignor to remedy the default then, in addition to all other rights of the Assignor under this Agreement and at law, the Assignor has the right to terminate this Agreement, by giving notice to the Assignee and to require the Assignee to: (a) reassign to the Assignor (at the Assignee’s sole cost and expense) the Assigned Interest that had been transferred to the Assignee-this clause to override JVOA cl 15 and IPENZ to retain the Assigned Interest; and (b) forfeit all moneys already paid under clause 3.1. (c) refund revenues (if any) to an amount sufficient to cover the Unpaid Amount and any costs arising from the default. 5.1.2 On termination, each Party must execute and deliver all documents and use its best endeavours to do and procure to be done all acts, matters and things as may be necessary or desirable to fulfil the obligations under this clause 5.1. Such obligations are without prejudice to any claim any Party may have under this Agreement or the JVOA, or at law, for losses, damages or expenses incurred due to the termination or the default.
Sample 1
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Default by Assignee. 5.1.1 If the Assignee defaults in the payment of any money required to be paid by it under clause 3 or in any other obligation under this Agreement and that default is not remedied within 21 days after it receives a notice from the Operator to remedy the default then, in addition to all other rights of the Assignor under this Agreement, the JVOA and at law, the Assignor has the right to terminate this Agreement to the extent it relates to the Assigned Interest, by giving notice to the Assignee and to require the Assignee to reassign to the Assignor (at the Assignee’s sole cost and expense) the Interest of the Assignor that had been transferred to the Assignee. 5.1.2 At that time, each Party must execute and deliver all documents and use its best endeavours to do and procure to be done all acts, matters and things as may be necessary or desirable to carry out and give full force and effect to the reassignments referred to in this clause 5.1.
Sample 1
Default by Assignee. In the event of default by an assignee in the performance of any of the terms of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said assignee or subtenant. Landlord any consent to subsequent assignment and sublettings without notifying Tenant or any assignee or subtenant and without obtaining its or their consent thereto.
Sample 1
Default by Assignee. Assignee shall forward to Assignor copies of all notices of default or other notices received by Assignee from the lessor under the Lease within five days after Assignee receives such notice. In the event Assignee fails to perform promptly when due any of the terms, covenants, conditions or obligations of the Lease which Assignee has assumed hereunder or any of its obligations under this Assignment or otherwise any event of default by or related to Assignee occurs under the Lease or this Assignment (without in either case the necessity for the expiration of any period for notice or cure by Assignee that may be contained therein) (collectively, any such failure or event is an “Event of Default”), Assignor may, in addition to any other remedy which may be available at law, in equity or otherwise, perform any obligation to cure Assignee’s default, in which event Assignee shall promptly reimburse Assignor for all reasonable expenditures incurred by Assignor in protecting its interest and all costs, expenses and damages resulting from or in connection with Assignee’s default, with interest until repaid at the rate equal to the lesser of (i) 18 percent per annum or (ii) the maximum rate permitted by state law.
Sample 1
Default by Assignee. If Tenant's assignee Defaults under this Lease, Landlord may proceed directly against Tenant without pursuing remedies against the assignee. Landlord may consent to subsequent modifications of this Lease without notifying Tenant or obtaining its consent and the same shall not relieve Tenant of its liability under this Lease.
Sample 1
Default by Assignee. 5.1.1 If the Assignee defaults in the payment of any money required to be paid by it under clause 3.1 or fails to complete any other obligation under this Agreement, and that default is not remedied within 21 days after it receives a notice from the Assignor to remedy the default then, in addition to all other rights of the Assignor under this Agreement and at law, the Assignor has the right to terminate this Agreement, by giving notice to the Assignee and to require the Assignee to: (a) reassign to the Assignor (at the Assignee's sole cost and expense) the Assigned Interest previously transferred to the Assignee; and (b) refund all revenues received in relation to PEP 38480; and (c) forfeit all moneys already paid under clause 3.1. 5.1.2 On termination, each Party must execute and deliver all documents and do (or procure to be done) all acts, matters and things as may be necessary or desirable to fulfil the obligations under this clause 5.1.
Sample 1
Default by Assignee. In the event that Assignee fails to consummate this Agreement for any reason other than Assignor’s default or the permitted termination of this Agreement by either Assignor or Assignee as herein expressly provided, or if Assignee otherwise defaults under this Agreement, Assignor shall be entitled, as its sole remedy, to terminate this Agreement and receive the Xxxxxxx Money as liquidated damages for the breach of this Agreement, it being agreed between the parties hereto that the actual damages to Assignor in the event of such breach are impractical to ascertain and the amount of the Xxxxxxx Money is a reasonable estimate thereof. The foregoing liquidated damages provision of this Section shall not: (a) apply to Assignee’s confidentiality obligations under this Agreement, nor shall Assignee be entitled to credit or offset the Xxxxxxx Money or any portion thereof against any damages suffered by Assignor by reason of Assignee’s default with respect thereto; and (b) be deemed to limit Assignee’s liability under any indemnity or breach of any covenant under this Agreement that is expressly stated to survive the Closing or early termination of this Agreement.
Sample 1
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Related to Default by Assignee

  • Default by Owner If one or more of the following Events of Default shall occur and be continuing, that is to say: (a) breach by Owner of the representations, warranties and covenants of the Owner as set forth in Section 6.02 above); then, and in each and every such case (except in instances where the Event of Default has been cured within thirty (30) days after the date on which written notice of such default, requiring the same to be remedied, shall have been given to the Owner by the Servicer), the Servicer, by notice in writing to the Owner, may immediately terminate all of its responsibilities, duties and obligations as servicer under this Agreement. On or after the receipt by the Owner of such written notice, all responsibilities, duties and obligations of the Servicer to service the Mortgage Loans under this Agreement shall on the date set forth in such notice pass to and be vested in the successor appointed pursuant to Section 10 herein.

  • Default by Seller If the sale contemplated hereby is not consummated because of a default by Seller in its obligation to sell the Property in accordance with this Agreement after Purchaser has performed or tendered performance of all of its obligations in accordance with this Agreement, then Purchaser, as its sole and exclusive remedy shall elect either (a) to terminate this Agreement, in which event all other rights and obligations of the Seller and the Purchaser hereunder (except those set forth herein which expressly survive a termination of this Agreement) shall terminate immediately; or (b) to waive such matter or condition and proceed to Closing, with no reduction in the Purchase Price. In the event of such termination, the Exxxxxx Money shall be refunded by the Escrow Agent to the Purchaser and Seller shall pay Purchaser’s Transaction Costs up to the amount of the Purchaser’s Transaction Costs Cap. Notwithstanding the preceding sentence, if, at Closing, the Seller fails to comply in any material respect with any of its obligations contained in Section 6.2 or Section 6.4 (the “Closing Obligations”), and if all conditions precedent to the Seller’s obligations hereunder have been satisfied and the Purchaser has fully performed all of its obligations under the Agreement, the Purchaser shall have, in addition to the Purchaser’s remedies contained in the preceding sentence, the option to waive all other actions, rights, or claims for damages for such failure, other than costs and expenses incurred in enforcing this Agreement, and to bring an equitable action to enforce the Closing Obligations by specific performance; provided, (a) the Purchaser shall provide written notice of the Purchaser’s intention to enforce the Closing Obligations by specific performance, and (b) the Purchaser’s suit for specific performance shall be filed against the Seller in a court having jurisdiction in the county and state in which the Property is located, on or before sixty (60) days following the Closing Date, failing which, the Purchaser shall be barred from enforcing the Closing Obligations by specific performance and shall be deemed to have elected to terminate this Agreement as provided herein.

  • Default by Purchaser IF PURCHASER FAILS TO CONSUMMATE THIS AGREEMENT FOR ANY REASON OTHER THAN SELLER’S DEFAULT OR THE PERMITTED TERMINATION OF THIS AGREEMENT BY EITHER SELLER OR PURCHASER AS PROVIDED FOR IN THIS AGREEMENT, SELLER WILL BE ENTITLED, AS ITS SOLE REMEDY, TO TERMINATE THIS AGREEMENT AND RECEIVE THE DEPOSIT AS LIQUIDATED DAMAGES FOR THE BREACH OF THIS AGREEMENT. IT IS AGREED BETWEEN SELLER AND PURCHASER THAT THE ACTUAL DAMAGES TO SELLER IN THE EVENT OF SUCH BREACH ARE IMPRACTICAL TO ASCERTAIN, AND THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE THEREOF. NOTWITHSTANDING THE FOREGOING, SELLER SHALL RETAIN ALL ITS RIGHTS PURSUANT TO THIS AGREEMENT, AT LAW, OR IN EQUITY, AND NOTHING CONTAINED IN THIS SECTION 12.1, WILL LIMIT THE LIABILITY OF PURCHASER UNDER (I) ANY INDEMNITY PROVIDED BY PURCHASER UNDER THIS AGREEMENT; (II) ANY OF THE DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED TO SELLER PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR (III) ANY ACTIONS COMMENCED AFTER CLOSING WITH RESPECT TO ANY OBLIGATION OR REPRESENTATION OF EITHER SELLER OR PURCHASER, WHICH BY THE TERMS OF THIS AGREEMENT SURVIVES CLOSING, INCLUDING BUT NOT LIMITED TO, PROVISIONS REGARDING CONFIDENTIALITY AND PAYMENT OF BROKERAGE FEES.

  • Default by Buyer THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE XXXXXXX MONEY IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE XXXXXXX MONEY MADE BY BUYER SHALL BE FORFEITED TO SELLER AS LIQUIDATED DAMAGES AND THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 8.1 IS NOT INTENDED TO LIMIT SELLER’S RIGHTS UNDER SECTIONS 2.2, 2.3 AND 10.2 OF THIS AGREEMENT.

  • Default by Lessor Lessor shall not be in default unless Lessor fails to perform obligations required of Lessor within a reasonable time, but in no event later than thirty (30) days after written notice by Lessee to Lessor and to the holder of any first mortgage or deed of trust covering the Premises whose name and address shall have theretofore been furnished to Lessee in writing, specifying wherein Lessor has failed to perform such obligation; provided, however, that if the nature of Lessor's obligation is such that more than thirty (30) days are required for performance then Lessor shall not be in default if Lessor commences performance within such 30-day period and thereafter diligently prosecutes the same to completion.

  • Default by Contractor To the maximum extent permitted by applicable law, failure to comply with any of the terms and/or conditions of this Contract, including these General Conditions, shall constitute default by Contractor and grounds for termination of this Contract. Contractor shall be liable for any and all damages suffered by District due to the failure by Contractor or Contractor’s subcontractor(s) to comply with this Contract.

  • Default by Lessee If Lessee fails to make payment of any Monthly Rental within five days of delivery by Lessor of notice of any Monthly Rental that is past due, or fails to cure any other default under this Agreement within ten days of delivery by Lessor of such default, then a “Lessee Event of Default” shall exist and Lessor shall have the following remedies, which shall be cumulative rather than exclusive: (a) the right to terminate this Agreement, and the grant of the Lease hereunder, which termination right may be exercised by written notice by Lessor to Lessee, and which termination shall be effective as of the date of such notice; (b) the right to immediately enter upon and repossess the Designated Boat Slip and all appurtenances thereto, by forcible entry and detainer suit, or otherwise; (c) the right to remove Lessee’s Craft (and any personal property then inside Lessee’s Craft from its mooring, and to store Lessee’s Craft (and such personal property), with all risk of loss belonging solely to Lessee, and with no liability whatsoever to Lessor, and with all costs of storage being deemed to be including among the past due Monthly Rental under this Agreement; (d) the right to make any required repairs to the Designated Boat Slip, or to expend any other sums required to cure any defaults by Lessee under this Agreement, with all such sums expended being deemed to be included among the past due Monthly Rental under this Agreement; (e) the right to terminate Lessee’s rights of possession with regard to the Designated Boat Slip and all appurtenances thereto, without demand or notice of any kind and without terminating this Agreement, in which event Lessor may, but shall be under no obligation to, relet all or any part of the Designated Boat Slip for credit to Lessee’s account, on such terms and conditions as Lessor in its sole discretion shall deem appropriate; and (f) the right to exercise Lessor’s rights under the Texas Uniform Commercial Code with regard to the security interest granted to Lessor in the Secured Property. In the event of any Lessee Event of Default, Lessor shall have the right to recover from Lessee, whether by way of sale of the Secured Property, or by means of execution and levy on a judgment, or by means of voluntary payment by Lessee, or by some combination thereof: (a) all Monthly Rental that is past due, including any late payment fees due in connection therewith, (b) all Monthly Rental to come due during the remainder of the Term (assuming that Lessor has not terminated this Agreement and the Lease hereunder), (c) Lessor’s reasonable and necessary attorneys’ fees and costs of court, (d) pre-judgment at the lesser of 8% per annum or the maximum allowed by law, and (e) post-judgment interest at lesser of 10% per annum or the maximum allowed by law.

  • Purchase by Assignee The Assignee reserves the right to bid for the property whether by itself or its agent or the Auctioneer (without payment of any deposit whatsoever). In the event the Assignee is declared the Purchaser, then the purchase price or so much as is applicable shall be set off against the indebtedness owing to the Assignee under the loan and security documentation on the date of sale, plus costs and expenses for the sale or incidental thereto.

  • Default by Developer Developer shall be in default under this Agreement (a) Developer fails to make any of the payments of money required by the terms of this Agreement, and Developer fails to cure or remedy the same within ten (10) days after the City has given Developer written notice specifying such default; or (b) Developer fails to keep or perform any covenant or obligation herein contained on Developer's part to be kept or performed, and Developer fails to remedy the same within thirty (30) days after the City has given Developer written notice specifying such failure and requesting that it be remedied; provided, however, that if any event of default shall be such that it cannot be corrected within such period, it shall not constitute an event of default if corrective action is instituted by Developer within such period and diligently pursued until the default is corrected; or (c) Without limiting the generality of the foregoing, Developer shall assign or transfer the Project and/or this Agreement in violation of the terms and conditions set forth in Article V; or (d) Developer shall file a voluntary petition under any bankruptcy law or an involuntary petition under any bankruptcy law is filed against any such party in a court having jurisdiction and said petition is not dismissed within thirty (30) days or Developer, makes an assignment for the benefit of its creditors; or a custodian, trustee or receiver is appointed or retained to take charge of and manage any substantial part of the assets of Developer and such appointment is not dismissed within sixty (60) days; or any execution or attachment shall issue against Developer whereupon the District, or any part thereof, or any interest therein of Developer under this Agreement shall be taken and the same is not released prior to judicial sale thereunder (each of the events described in this subsection being deemed a default under the provisions of this Agreement); or (e) Developer breaches the representations and warranties set forth in this Agreement and fails to cure or correct same within thirty (30) days of notice from the City.

  • Default by State If the State, sixty (60) days after receipt of written notice, fails to correct or cure any material breach of this Contract, the Contractor may cancel and terminate this Contract and institute measures to collect monies due up to and including the date of termination.

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