Default by Partner. If any Partner ("Defaulting Partner") fails to timely perform any of its obligations contained in this Agreement, or materially violates the terms of this Agreement, then the other Partner ("Non-Defaulting Partner") shall have the right to give the Defaulting Partner a notice ("Default Notice") specifically setting forth the nature of such failure or violation and stating that the Defaulting Partner shall have a period of ten (10) days to pay any sums of money specified therein as due and owing to the Partnership or to any Partner or, if the failure or violation is a non-monetary default and is capable of being cured, thirty (30) days to cure such default specified therein. If the monies specified in the Default Notice are not paid within such ten (10) day period, or if such non-monetary failures or violations are not capable of being cured or, if capable of being cured, such Defaulting Partner has not cured such non-monetary failures or violations within such thirty (30) day period, then a "Partner Default" shall be deemed to have occurred with respect to such Defaulting Partner. If a Defaulting Partner cures in all material respects all of its failures or violations which are capable of being cured within the aforesaid notice and cure periods, then such defaults shall be deemed no longer to exist and such Partner shall be deemed no longer to constitute a Defaulting Partner.
Default by Partner. 10.01 The following events shall be deemed to be events of default by a Partner:
(1) Failure of a Partner to make when due any contributions or advance required -to be made under the terms of this Agreement and the continuance of such failure for a period of ten (10) days after written notice thereof from the Manager of the Partnership to such Partner.
(2) Violation of any of the other provisions of this Agreement and failure to remedy or cure such violation within ten (10) days after written notice of such violation from the Manager of the Partnership or the other Partners.
(3) The making of an assignment for benefit of creditors or the filing of a petition under any section or chapter of the National Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state thereof.
(4) Adjudication of Partner as a bankrupt or insolvent in proceedings filed against the Partner under any section or chapter of. the National Bankruptcy Act, as amended, or under any similar law or statute of the United States, or any state thereof without further possibility of appeal or review.
(5) The appointment of a receiver for all or substantially all of the assets of a Partner and the failure to have such receiver discharged within thirty (30) days after appointment.
(6) The bringing of any legal action against a Partner by his creditor, resulting in litigation which, in the opinion of 100% in interest, not in numbers of the other Partners, creates a real and substantial risk of involvement of the Partnership Property which will probably:
(a) Act to their financial detriment; or
(b) Result in such creditor, or his assigns, succeeding in or to all or a part of the interest of such Partner in the Partnership.
(7) The failure of the Distributees to appoint, in the manner and within the time prescribed, the agent required under Paragraph 9.02.
10.02 Upon the Occurrence of an event of default by a Partner, 100% in interest, not in numbers, or more of the other Partners shall have the right, at their election, which election may be made at any time within one (l) year from the date of such default, upon giving the defaulting Partner ten (10) days written notice of such election (and provided such default is continuing on the date such notice is given) to terminate the interest of the defaulting Partner without affecting a termination of the Partnership. In the event of such termination each and every non-defaulting Partner (hereinafter referred to as ...
Default by Partner. The occurrence of any one or more of the following events shall constitute a material default and breach of this Agreement by Partner (an "Event of Default"):
12.1.1 The failure of Partner to make any payment required to be made to Frontier by Partner hereunder, as and when due, and such failure continues for five (5) days after Partner's receipt of written notice from Frontier;
12.1.2 The failure of Partner to observe or perform any of the material covenants, conditions or provisions of this Agreement to be observed or performed by Partner, other than as described in 12.1.1 and such failure shall continue for a period of 15 days after written notice thereof from Frontier to Partner or such longer period as may be reasonably necessary to complete the cure of such failure up to 120 days; provided Partner commences such cure during the initial 15-day period and pursues the cure to completion;
(i) the cessation of Partner's business operations as a going concern; (ii) the making by Partner of any general assignment, or general arrangement for the benefit of creditors; (iii) the inability of Partner to generally pay Partner's debts as they come due and Partner's written admission of its inability to pay its debts as they come due; (iv) the filing by or against Partner of a petition to have Partner adjudged bankrupt or a petition for reorganization or arrangement under any law relating to bankruptcy (unless, in the case of petition filed against Partner, the same is dismissed, stayed or vacated within 120 days); (v) an adjudication of Partner's insolvency; (vi) appointment of a trustee or receiver to take possession of substantially all of Partner's assets which is not dismissed, stayed or vacated within 120 days; or (vii) the attachment, execution or other judicial seizure of substantially all of Partner's assets which is not dismissed, stayed or vacated within 120 days.
12.1.4 Upon an Event of Default, Frontier may within 30 days of such Event of Default: (a) by written notice to Partner (a "Default Termination Notice"), terminate this Agreement effective as of the date set forth in the Default Termination Notice which date shall not be less than 30 nor more than 180 days after the date of the Default; and/or (b) pursue all other rights and remedies available at law or in equity to Frontier for the Event of Default, including, without limitation, injunctive relief, specific performance and damages. After receipt of a Default Termination Notice, Partner shall ...
Default by Partner. 13.1 Failure to pay Call: If any Partner ("Defaulting Partner") fails to pay a Call in full at the time set by the General Partner for payment of that Call, or otherwise acts in breach of this Agreement and fails to remedy that breach within five Business Days of receiving notice from the General Partner requiring it to be remedied, clauses 13.2 to 13.5 shall apply. This clause shall not limit any other rights any other Partner or the Limited Partnership has at law against the Defaulting Partner or any other person.
Default by Partner. 10.1 The following events shall be deemed to be events of default by a partner:
a. Failure of a partner to make when due any contribution or advance required to be made under the terms of this Agreement and the continuance of that failure for a period of 10 days after written notice of the failure from the manager of the partnership.
b. Violation of any of the other provisions of this Agreement and failure to remedy or cure the violation within 10 days after written notice of the violation from the manager of the partnership or the other partners.
c. The making of an assignment for the benefit of creditors or the filing of a petition under any section or chapter of the federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state of the United States.
d. Adjudication of a partner as bankrupt or insolvent in proceedings filed against the partner under any section or chapter of the Bankruptcy Reform Act of 1980, as amended, or under any similar law or statute of the United States, or any state of the United States without further possibility of appeal or review.
e. The appointment of a receiver for all or substantially all of the assets of a partner and the failure to obtain the discharge of the receiver within 30 days after appointment.
f. The bringing of any legal action against a partner by the partner's creditor, resulting in litigation which, in the opinion of the manager of the partnership or 65% in interest, and not in numbers, of the other partners, creates a real and substantial risk of involvement of the partnership property which will probably: Copyright - Four Pillars Education, Inc.
(i) Act to their financial detriment; or Educational Use Only
(ii) Result in the creditor, or his assigns, succeeding in or to all or a part of the interest of such partner in the partnership.
g. The failure of the distributees to appoint, in the manner and within the time prescribed, the agent required under paragraph 9.2.
10.2 Upon the occurrence of an event of default by a partner, 65% in interest, not in numbers, or more of the other partners shall have the right, at their election made at any time within one year from the date of default, and on giving the defaulting partner 10 days' written notice of the election, provided the default is continuing on the date the notice is given, to terminate the interest of the defaulting partner, without effecting a termination of the partnership.
a. In the event of such a terminat...
Default by Partner. 10.1 The following events shall be deemed to be events of default by a partner:
a. Failure of a partner to make when due any contribution or advance required to be made under the terms of this Agreement and the continuance of that failure for a period of 10 days after written notice of the failure from the manager of the partnership.
b. Violation of any of the other provisions of this Agreement and failure to remedy or cure the violation within 10 days after written notice of the violation from the manager of the partnership or the other partners. PLEASE DO NOT COPY
c. The making of an assignment for the benefit of creditors or the filing of a petition under any section or chapter of the federal Bankruptcy Act, as amended, or under any similar law or statute of the United States or any state of the United States.
d. Adjudication of a partner as bankrupt or insolvent in proceedings filed against the partner under any section or chapter of the Bankruptcy Reform Act of 1980, as amended, or under any similar law or statute of the United States, or any state of the United States without further possibility of appeal or review.
e. The appointment of a receiver for all or substantially all of the assets of a partner and the failure to obtain the discharge of the receiver within 30 days after appointment. THIS DOCUMENT
f. The bringing of any legal action against a partner by the partner's creditor, resulting in litigation which, in the opinion of the manager of the partnership or 65% in interest, and not in numbers, of the other partners, creates a real and substantial risk of involvement of the partnership property which will probably:
(i) Act to their financial detriment; or
(ii) Result in the creditor, or his assigns, succeeding in or to all or a part of the interest of such partner in the partnership. THANK YOU
g. The failure of the distributees to appoint, in the manner and within the time prescribed, the agent required under paragraph 9.2.
10.2 Upon the occurrence of an event of default by a partner, 65% in interest, not in numbers, or more of the other partners shall have the right, at their election made at any time within one year from the date of default, and on giving the defaulting partner 10 days' written notice of the election, provided the default is continuing on the date the notice is given, to terminate the interest of the defaulting partner, without effecting a termination of the partnership.
Default by Partner. (a) If either Partner becomes obligated to purchase the other Partner's Partnership Interest and LLC 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 Partner defaults in its obligation to purchase the selling Partner's Partnership Interest and LLC Interest on the date specified in Section 9.9(a) for the closing of the purchase and sale of the selling Partner's Partnership Interest and LLC Interest or Insight defaults in its obligation to effect an Alternative Structure, then the non-defaulting Partner may elect either:
(1) to purchase the Partnership Interest and LLC Interest of the defaulting Partner for a cash price equal to 95% of the Equity Value of such Partnership Interest and LLC Interest and otherwise on the terms and subject to the conditions set forth in this Article 9; or
(2) to cause the Partnership to be liquidated and dissolved in accordance with Article 11; or
(3) to terminate the buy/sell process commenced by the Initiating Partner's Exit Notice and continue the Partnership.
(b) The three options that may be elected by the non-defaulting Partner pursuant to Section 9.7(a) are exclusive of each other and are exclusive of all other rights and remedies that may otherwise have been available to the non-defaulting Partner at law or equity as a result of the defaulting Partner's default.
(c) The non-defaulting Partner may make an election pursuant to Section 9.7(a) by giving written notice of its election to the defaulting Partner at any time within thirty days after the date specified in Section 9.9(a) for the closing of the purchase and sale of the non-defaulting Partner's Partnership Interest and LLC Interest or the date scheduled for closing of an Alternative Structure and prior to such time, if any, as the defaulting Partner stands ready, willing, and able to purchase the non-defaulting Partner's Partnership Interest and LLC Interest in accordance with this Article 9 or to consummate the Alternative Structure. If the non-defaulting Partner makes a timely election pursuant to Section 9.7(a)(1), the defaulting Partner shall be obligated to sell and the non-defaulting Partner shall be obligated to purchase, in accordance with this Article 9, all of the defaulting Partner's Partnership Interest and LLC Interest.
Default by Partner. (a) If the Partners become obligated to consummate the Exit Process under this Article 9 and a Partner defaults in its obligation to do so on the date specified in Section 9.6(a) for the closing of the Exit Process, then the non-defaulting Partner may elect either:
(1) to cause the Partnership to be liquidated and dissolved in accordance with Article 11; or
(2) to terminate the Exit Process commenced by the Initiating Partner's Exit Notice and continue the Partnership.
(b) The two options that may be elected by the non-defaulting Partner pursuant to Section 9.4(a) are exclusive of each other and are exclusive of all other rights and remedies that may otherwise have been available to the non- defaulting Partner at law or equity as a result of the defaulting Partner's default, subject to Section 9.6(g).
(c) The non-defaulting Partner may make an election pursuant to Section 9.4(a) by giving written notice of its election to the defaulting Partner at any time within thirty days after the date specified in Section 9.6(a) for the closing of the Exit Process and prior to such time, if any, as the defaulting Partner stands ready, willing, and able to consummate the Exit Process.
Default by Partner
