Default by Member. A Member shall be in default (“Default”) and shall be a defaulting member (“Defaulting Member”) if the Manager determines or has reason to believe that:
Default by Member. In the event Member (a) fails to pay when due any amounts (including, without limitation, any installment of the Total Amount Due) to be paid by Member pursuant to this Agreement; (b) breaches or defaults in the performance or observation of any of Member’s obligations under this Agreement; (c) files, or has filed against Member, a petition for reorganization, the appointment of a receiver, or any other arrangement under the Bankruptcy Code or similar type of proceeding; or (d) engages in any act or conduct that may bring Club or any other service provider at the Stadium into disrepute or undermine the integrity of the game (including but not limited to Member’s violation of a Club or Stadium policy or any provision of the Fan Code of Conduct), Club may, in its sole discretion, elect to: (i) change the location of the Seats for all or any portion of the remainder of the Term; (ii) suspend any or all rights of Member hereunder, without notice to Member and without refund or other obligation to Member, and transfer the Tickets and the right to use the Seats and Parking to any other person or entity until such default is cured (if capable of being cured); and/or (iii) terminate the rights of Member hereunder immediately, upon written notice to Member (or, if Club desires to give Member the opportunity to cure in such notice, at the date set forth in such notice if the breach or default is not cured prior to such date). Upon termination of this Agreement by Club, (1) all rights and benefits of Member and all obligations of Club under this Agreement shall immediately end, (2) Member shall remain liable for, and immediately pay, the unpaid portion of the Total Amount Due and any other amounts payable under this Agreement, and (3) Club may revoke or deactivate any Tickets or passes distributed to Member prior to the termination of this Agreement. Club shall have no duty to mitigate its damages as a result of breach or default by Member and any amounts received by Club from any re-sale of the Tickets or the Parking during the Term shall not reduce Member’s obligations under the preceding sentence. Sections 4, 5, 6, 7, 9, 10 12, 13, 14, 15, 17 19, 20 and 21 shall survive termination or expiration of this Agreement. Club’s remedies in this Section 6 shall not limit or exclude any other right or remedy set forth in this Agreement or otherwise available to Club by law or in equity. Member shall be responsible for all fees and costs (including, without limitation, atto...
Default by Member. 3.4.1 The Members agree that prompt payment of a Drawdown and of any amounts required to be paid by the Members under Sections 4.7, 6.10, and 8.3 or otherwise under this Agreement is of the essence, that failure of any Member to make such payment will cause irreparable harm to the Company and the other Members, and that the amount of damages caused by such harm will be difficult to calculate. The Members acknowledge that failure by a Member promptly to pay a Drawdown (including in connection with a recall of distributions or to satisfy an indemnification obligation) may require non-defaulting Members to contribute additional capital (not to exceed their then Undrawn Commitment) to satisfy such shortfall, may result in the Company’s default in respect of its obligations, and may reduce the number of Portfolio Assets that the Company may acquire, each of which may affect the financial stability of the Company. Accordingly, the Members agree that, except as otherwise provided in Section 9.2, if a Member shall fail to fund a Drawdown or other required payment to the Company under this Agreement when due within 10 calendar days of the due date set forth in the Drawdown Notice or other applicable notice, or fails to comply with any term or condition set forth in this Agreement, the Member’s Subscription Agreement, or any other agreement related to a Member’s interest in the Company, such Member shall be in default; provided, that the Company, in its discretion, may extend the time period before a default occurs. A defaulting Member shall not be entitled to vote on any matter upon which the Members are entitled to vote hereunder, and the Default Interest CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. SECTION 200.83 in the Company will not be included in calculating the Company interests of the Members entitled to vote on or required to take any action under this Agreement. Upon any such default, the Company, in its discretion, may undertake any one or more of the options listed below in this Section 3.4.
Default by Member. 43 9.8 Removal of Insight as Member....................................44 9.9 General Terms Applicable to Purchase and Sale of Membership Interests............................................46
Default by Member. (a) If either Member becomes obligated to purchase the other Member's Membership Interest under this Article 9 pursuant to an Exit Notice, or if Insight becomes obligated to effect an Alternative Structure under this Article 9 pursuant to Section 9.3(c)(1) or Section 9.5(a), and such Member defaults in its obligation to purchase the selling Member's Membership Interest on the date specified in Section 9.9(a) for the closing of the purchase and sale of the selling Member's Membership Interest or Insight defaults in its obligation to effect an Alternative Structure, then the non-defaulting Member may elect either:
Default by Member. In the event that a Member fails to make any payment, or any installment thereof, when due, of any contribution or other obligation hereunder or under a Contribution Agreement, the Board of Governors may enforce such obligation in such manner as may be permitted by law. Without limiting the generality of the foregoing, the Board of Governors may, in its sole discretion, (i) bring an action at law or in equity to enforce such obligation, (ii) assess interest on the unpaid amount at the highest rate of interest then being charged to the Company by any lender, (iii) allow the remaining Members to loan funds to the Company in the amount of the deficiency, (iv) retain amounts of Distributions otherwise distributable to the defaulting Member as an offset to the deficiency, and/or (v) allow the remaining Members to contribute the amount of the deficiency, thereby increasing their Membership Interests in relation to the defaulting Member. If the Board allows the remaining Members to contribute the amount of the deficiency pursuant to clause (v) above, each remaining Member shall have the right to contribute an amount in the proportion which each such remaining Member’s Percentage Interest bears to the aggregate Percentage Interests of all remaining Members who desire to participate in such contribution. Upon such contribution by the remaining Members, Schedule A shall be deemed to be appropriately amended. If the Board elects to pursue remedies other than as provided in clause (v) above, the Voting Interest and Percentage Interest of the defaulting Member shall remain unaffected by the default. Each Member agrees that in the event such Member fails to make any payment, or any installment thereof, when due, of any contribution or other obligation hereunder or under a Contribution Agreement, such Member and the voting representatives of such Member and Governors appointed by such Member shall not be permitted in person or by proxy to vote either as a Member or a Governor on the question of what action the Company shall take with respect to such default.
Default by Member. If the Bank receives from Depositor written notice (“Default Notice”) of Member’s failure to pay when due, perform under the terms of any agreement between Member and Depositor secured by the Collateral, or perform under the terms of the Custodial Agreement and Confirm (“Default”), then and notwithstanding any defense, claim, or objection that Member may have to the contrary, the Bank shall act as the exclusive agent of the Depositor for the purpose of delivering such part or all of the Collateral to the Depositor or its nominee as directed in writing by the Depositor. Depositor shall be entitled to retain only the notional value of the Collateral, plus any accumulated interest earned up to the date the Bank receives the Default Notice.
Default by Member. Member will be in default if:
Default by Member. In the event that a Member fails to make any payment, or any installment thereof, when due, of any contribution or other obligation hereunder or under a Contribution Agreement, the Company may enforce such obligation in such manner as may be permitted by law. Without limiting the generality of the foregoing, the Company may, in the sole discretion of the Board of Governors, (i) bring an action at law or in equity to enforce such obligation; (ii) assess interest on the unpaid amount at the highest rate of interest then being charged to the Company by any lender; and (iii) require the defaulting Member, provided such default shall not theretofore have been cured, unconditionally and irrevocably to assign to one or more of the remaining Members (determined in accordance with the next succeeding sentence hereof) that portion of the defaulting Member's Interest which bears the same ratio to all of such defaulting Member's Interest as the remaining amount of unpaid contributions, whether due or not yet due, of such defaulting Member bears to the total amount of contributions, paid and unpaid, required to be made by such defaulting Member. If the Board requires assignment of all or a portion of a defaulting Member's Interest pursuant to subparagraph (iii) above, each remaining Member shall have the right to acquire such Interest, determined as aforesaid, in the proportion which his or her Interest bears to the aggregate Interests of the remaining Members who desire to participate in such purchase.
Default by Member. If a Member fails to make any payment or installment of any Capital Contribution, including without limitation a FDU Loss Obligation, other obligation hereunder, or under a Contribution Agreement when any such payment or installment is due, the Members may enforce such obligation in such manner as may be permitted by law. Without limiting the generality of the foregoing, the Members may, in their discretion:
