Default by Dealership Sample Clauses
The 'Default by Dealership' clause defines the circumstances under which a dealership is considered to have failed to meet its contractual obligations. Typically, this clause outlines specific actions or omissions—such as failing to make required payments, breaching warranties, or not adhering to performance standards—that constitute a default. When triggered, the clause usually grants the other party certain remedies, such as the right to terminate the agreement or seek damages. Its core practical function is to clearly establish what constitutes a default and the consequences, thereby protecting the interests of the non-defaulting party and providing a framework for resolving breaches.
Default by Dealership. An occurrence of any one or more of the following events constitutes a default under this Agreement (“Default”):
1. Failure of Dealership to pay when due the full amount owing to either of the Ally Parties under Section III.B. and C. above;
2. Material jeopardy to 10% or more of the Collateral (based on clean wholesale value) and such jeopardy has not abated for a period of two (2) calendar days after notice thereof by either of the Ally Parties;
3. The breach of, or the failure of Dealership to fully comply with or duly perform, any term, condition, or promise of this Agreement or any other Obligation and such failure continues unremedied for a period of five (5) business days after notice thereof by either of the Ally Parties;
4. Any representation, statement, or warranty made by Dealership to either of the Ally Parties in this Agreement or otherwise, which was false or materially misleading when made;
5. The inability of Dealership to pay debts as they mature, or any proceeding in bankruptcy, insolvency, or receivership, instituted by or against Dealership or Dealership’s property; and/or
6. This Agreement is unenforceable or the security interest in the collateral created by this Agreement ceases to be in full force and effect.
Default by Dealership. An occurrence of any one or more of the following events constitutes a default under this Agreement (“Default”):
1. Failure of Dealership to pay when due the full amount owing to either of the Ally Parties under Sections III.B or C above;
2. Material jeopardy to 10% or more of the Collateral (based on clean wholesale value) and such jeopardy has not abated for a period of two (2) calendar days after notice thereof by either of the Ally Parties;
3. The breach of, or the failure of Dealership to fully comply with or duly perform, any term, condition, or promise of this Agreement or any other Obligation (other than failure of the Dealership to pay any amount due and owing under Sections III.B and C) and such failure continues unremedied for a period of five (5) business days after notice thereof by either of the Ally Parties;
4. Any representation, statement, or warranty made by Dealership to either of the Ally Parties in this Agreement or otherwise, which was false or materially misleading when made;
5. The inability of Dealership to pay debts as they mature, or any proceeding in bankruptcy, insolvency, or receivership, instituted by or against Dealership or Dealership’s property;
6. This Agreement is unenforceable or the security interest in the collateral created by this Agreement ceases to be in full force and effect; and/or
7. An event or circumstance occurs that has a material adverse effect on the business, condition (financial or otherwise), operations, performance or properties of Dealership, or the ability of Dealership to perform its respective obligations under this Agreement or any of the following material financial agreements or obligations: (a) any mortgage, indenture or credit agreement having an aggregate principal amount equal to or exceeding $50.0 million; (b) any contract or other agreement providing for payments in excess of $25.0 million per annum; and (c) any lease for a facility where more than 5% of Dealership’s Vehicles are stored.
Default by Dealership. An occurrence of any one or more of the following events constitutes a default under this Agreement (“Default”):
1. Failure of Dealership to pay when due the full amount owing to either of the Ally Parties under Section III.B and C above;
2. The breach of, or the failure of Dealership to fully comply with or duly perform, any term, condition, or promise of this Agreement, any other Obligation or any Other Financing Accommodation, provided, however, that Dealership shall not be deemed to be in Default under this paragraph unless the Ally Parties shall have provided written notice of the violation and an opportunity of not less than 5 days for the Dealership to cure the violation;
3. Any representation, statement, or warranty made by Dealership to either of the Ally Parties in this Agreement or otherwise, which was false or materially misleading when made; and/or
4. The inability of Dealership to pay debts as they mature, or any proceeding in bankruptcy, insolvency, or receivership, instituted by or against Dealership, Dealership’s property or any guarantor of any of Dealership’s obligations to either or both of the Ally Parties.
Default by Dealership. An occurrence of any one or more of the following events constitutes a default under this Agreement (“Default”):
1. Failure of Dealership to pay when due the full amount owing to either of the Ally Parties under Section III.B. and C. above;
2. The breach of, or the failure of Dealership to fully comply with or duly perform, any term, condition, or promise of this Agreement, any other Obligation or any Other Financing Accommodation;
3. Any representation, statement, or warranty made by Dealership to either of the Ally Parties in this Agreement or otherwise, which was false or materially misleading when made; and/or
4. The inability of Dealership to pay debts as they mature, or any proceeding in bankruptcy, insolvency, or receivership, instituted by or against Dealership or Dealership’s property.